Animas Resources Ltd. (TSX-V:ANI) would like to remind shareholders about the process for tendering their shares to the take-over bid by GoGold Resources Inc. that was mailed to Animas shareholders on January 23, 2014. All non-US shareholders should have received the tender documents in the mail now and brokers are set up to take instructions to accept the offer.
Animas reminds its shareholders to tender their shares as soon as possible because there is a process that various brokerage firms follow which takes days and if the shares are not tendered as soon as possible, shareholders may miss the Offer deadline of February 28, 2014.
Animas encourages all shareholders to:
-- Give detailed instructions to their broker or Computershare.
-- Read the documents carefully for instructions on how to tender the
-- Complete the instructions as soon as possible.
-- Follow up with your broker to ensure your instructions have been
Pursuant to GoGold’s offer holders of Animas Shares will receive $0.07 in cash and 0.0851 of a common share of GoGold for each Animas Share and one GoGold Share for each $0.94 of cumulative in-the-money value of Animas Warrants, calculated using the Offer Price, rounded down to the nearest whole GoGold Share. Today’s estimated value of the offer is approximately $0.19 per Animas share.
The board of directors of Animas has unanimously recommended that holders of Animas Shares and holders of Animas Warrants deposit their Animas Shares and Animas Warrants to the Offer. Shareholders holding approximately 63.7% of the issued and outstanding Animas Shares (approximately 66.9% on a fully-diluted basis) have agreed to deposit or cause to be deposited their Animas Shares to the Offer.
The Offer Price represents a premium of approximately:
-- 275% over the closing price of the Animas Shares on the TSX-V on
December 6, 2013 and 289% over the 20-day volume-weighted average
closing price of the Animas Shares as at December 6, 2013; and
-- 88% over the closing price of the Animas Shares on the TSX-V on December
27, 2013 and 138% over the 20-day volume-weighted average closing price
of the Animas Shares as at December 27, 2013.
Benefits of the Offer:
For Securityholders, in addition to the above-noted significant premiums, the proposed offer will represent:
-- Ongoing participation in the exploration and development of the Santa
-- Enhanced liquidity for Securityholders in the form of cash and GoGold
-- An opportunity to participate in the upside of GoGold's Parral mine,
which is expected to start production in 2014;
-- An opportunity to enhance and accelerate development of the Santa
Gertrudis Project through a dedicated team with a proven track record in
-- A strengthened balance sheet to support growth strategies.
Important Information for Securityholders
Securityholders who wish to accept the Offer should ACCEPT the Offer by completing and duly executing the accompanying Letter of Acceptance and Transmittal in accordance with the instructions set forth therein and depositing the completed Letter of Acceptance and Transmittal, together with the certificates representing the Animas Shares and/or Animas Warrants being deposited and all other documents required by the Letter of Acceptance and Transmittal, at one of the offices of Computershare Investor Services Inc. specified in the Letter of Acceptance and Transmittal prior to and in any event not later than the Expiry Time.
Alternatively, Securityholders whose Animas Shares and Animas Warrants are registered in the name of CDS may accept the Offer by following the procedures for book-entry transfer of Animas Shares and Animas Warrants set forth under “Manner of Acceptance – Acceptance by Book-Entry Transfer” in Section 3 of the take-over bid circular. Securityholders whose certificates for Animas Shares and Animas Warrants are not immediately available may follow the procedures for guaranteed delivery set forth under “Manner of Acceptance – Procedure for Guaranteed Delivery” in Section 3 of the take-over bid circular, using the accompanying Notice of Guaranteed Delivery.
About the Offer
Full details of the Offer are included in the take-over bid circular mailed today to Animas Securityholders. The Offer will expire at 7:00 p.m. (Toronto time) on February 28, 2014 unless otherwise extended or withdrawn. The Offer is conditional on, among other things (i) there being validly deposited under the Offer and not withdrawn at the Expiry Time such number of Animas Shares and Animas Warrants that constitutes at least 66 2/3% of the issued and outstanding Animas Shares (calculated on a fully-diluted basis) at the Expiry Time, (ii) the shareholder rights plan of Animas being waived, invalidated or cease traded and no shareholder rights plan or similar plan of Animas in force or existence, (iii) none of the lock-up agreements having been terminated in accordance with their terms, (iv) the receipt of all necessary regulatory approvals and third-party consents, (v) that GoGold shall have determined in its reasonable judgment that there shall not have occurred any change (or any condition, event, circumstance or development involving a prospective change) in the business, assets, operations, capitalization, condition (financial or otherwise), prospects, results of operations, cash flows or liability of Animas or its affiliated entities that is or may be materially adverse to Animas or any of its affiliated entities or to the value of the Animas Shares or the Animas Warrants to GoGold, and (vi) there being no untrue statements or omissions in Animas’ public disclosure. Once the 66 2/3% acceptance level is met, GoGold intends, but is not required to, take steps to acquire all of the outstanding Animas Shares and other convertible securities or rights to acquire Animas Shares.
The Animas board of directors requests that Securityholders accept the Offer by completing and duly executing the Letter of Acceptance and Transmittal included in the mailing package as soon as possible.
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