GoGold Resources Inc. (TSX: GGD) announced today that it intends to make an offer to acquire all of the outstanding common shares and warrants of Animas Resources Ltd. (TSXV: ANI).
Pursuant to the proposed offer, Animas shareholders will be entitled to receive $0.07 in cash and 0.0851 of a GoGold common share for each Animas common share validly tendered to the proposed offer. Based on the closing prices of GoGold and Animas on December 24, 2013, the transaction values each Animas Common Share at $0.15 and represents a premium of approximately 87.5% to Animas shareholders. Based on the 20-day volume-weighted average share prices of both companies the premium to Animas shareholders is 142%.
In addition GoGold intends to acquire all Animas warrants. GoGold intends offer one GoGold common share for each $0.94 of in-the-money value of the Animas warrants, rounded down to the nearest whole GoGold Share.
Commenting on the Offer, Terry Coughlan, the Chief Executive Officer of GoGold, said:
“The previous offer to purchase the Subsidiaries of Animas Resources which hold the mineral rights to the Santa Gertrudis Gold Mine will be replaced by this offer when it is completed. The proposed offer will result in substantial benefit to GoGold as it allows GoGold to own 100% of the property without it paying any royalties as previously provided under the prior offer to purchase the property from Animas. The deal also includes the Desierto property which will add approximately 27,000 hectares of exploration upside to GoGold. Our proposed offer provides Animas shareholders with significant and immediate value for their shares, and the opportunity to participate in the exploration and development of the Santa Gertrudis Project. We believe strongly in the prospects of a combination for our two companies, which are uniquely complementary.”
Lock-Up of Shareholder of Animas
In connection with the proposed offer, GoGold has entered into “hard” lock-up agreements with certain Animas shareholders owning 42,054,130 Animas common shares, or approximately 58.7 percent of the Animas issued and outstanding common shares (approximately 60.7% fully diluted), pursuant to which such shareholders have agreed to tender their common shares to a takeover bid by GoGold.
Under the “hard lock-up” agreements the locked-up shareholders are precluded from tendering or voting any of their Animas common shares in favour of any other acquisition proposal relating to Animas and in certain circumstances are required to vote against other acquisition proposals or actions which might prevent, delay or interfere with GoGold’s take-over bid.
For Animas shareholders, the proposed offer will represent:
Additional Details of the Proposed Offer
Should a takeover bid be commenced, full details of the offer will be included in a formal offer and the take-over bid circular to be filed with securities regulatory authorities and mailed to Animas shareholders. GoGold expects to mail the offer and take-over bid circular to Animas shareholders as soon as practicable and in any event prior to January 28, 2014. The offer will remain open for at least 35 days following the commencement of the offer.
The offer will be subject to certain conditions, including, but not limited to, receipt of all necessary regulatory clearances, absence of material adverse changes in Animas and acceptance of the offer by Animas shareholders owning not less than 662/3% of the Animas common shares on a fully-diluted basis. Once the 662/3% acceptance level is met, GoGold intends, but is not required to, take steps to acquire all of the outstanding Animas common shares and other convertible securities or rights to acquire Animas common shares.
In connection with the execution of the lock-up agreements, GoGold deposited $1,000,000 in escrow with an escrow agent. Under the terms of the escrow, the escrow agent will pay to Animas $1,000,000 if GoGold does not mail the take-over bid circular and related documents by January 28, 2014 (subject to extension in certain limited circumstances) or if GoGold does not take-up and pay for the securities of Animas deposited under the Offer by April 30, 2014, in each case provided that the locked-up shareholders are at all times in compliance with their obligations under the lock-up agreements and the Animas board of directors have unanimously recommended that Animas shareholders accept the GoGold offer and such recommendation shall not have been withdrawn, changed, modified or qualified in a manner adverse to GoGold.
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