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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Uranium Corporation | TSXV:FIU.H | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
MONTREAL AND TORONTO, Oct. 29, 2013 /CNW/ - Algold Resources Ltd. ("Algold") (TSXV:ALG) and First Uranium Corporation ("FIU") (NEX: FIU.H) (JSE: FUU) are pleased to announce that they have entered into a definitive agreement (the "Agreement") pursuant to which Algold will acquire, by way of a court-approved plan of arrangement, all of the issued and outstanding units ("FIU Units") of FIU (the "Transaction").
Pursuant to the terms of the Agreement, FIU shareholders will receive 0.0729849 of an Algold share for each FIU Unit held, implying an offer of approximately C$0.011 per unit based on the closing price of Algold's shares on the TSX Venture Exchange on Friday, October 25, 2013. In addition, for every full Algold share issued to an FIU shareholder, such holder will receive ½ of one Algold common share purchase warrant (the "Algold Warrants"). Each full Algold Warrant entitles the holder thereof to purchase one Algold share at a price of $0.20 per Algold share at any time for a period of eighteen months following the issuance of the Algold Warrants.
Pro forma the Transaction, FIU shareholders will own approximately 52% of Algold (based on fully diluted in the-money shares outstanding). Approximately 33,465,671 common shares of Algold are expected to be outstanding upon closing, subject to any adjustments pursuant to the terms of the Agreement.
BENEFITS TO ALGOLD SHAREHOLDERS
BENEFITS TO FIU SHAREHOLDERS AND REASONS FOR THE TRANSACTION
SUMMARY OF THE TRANSACTION
The acquisition of FIU will be completed by way of a court-approved plan of arrangement, whereby Algold will acquire each issued and outstanding FIU Unit in exchange for 0.0729849 of a common share of Algold. In addition, for every full Algold share issued to an FIU shareholder, such holder will receive ½ of one Algold Warrant. The number of Algold shares to be issued will be 17,402,149 based on the currently issued and outstanding shares as of the date of this announcement, but will be subject to change depending on the number of Algold options and warrants exercised while the offer is outstanding.
The board of directors of FIU has unanimously approved the transaction and will recommend that shareholders vote in favour of the transaction.
Each senior officer and each member of the board of directors of FIU who owns FIU Units has entered into support agreements with Algold pursuant to which each has agreed to vote in favour of the transaction.
The terms and conditions of the Agreement will be disclosed in more detail in the management information circular which will be filed and mailed to FIU shareholders in early November 2013. Completion of the transaction is subject to customary conditions, including court approvals, a favourable vote of at least 66 2/3% of the holders of FIU units voted at a special meeting of shareholders, and the receipt of all necessary regulatory and stock exchange approvals. The Agreement includes a reciprocal non-solicitation clause, right to match covenants and provides for the payment of a C$100,000 break fee to Algold or FIU under certain circumstances.
ABOUT ALGOLD
Algold Resources Ltd is focused on the exploration and development of gold deposits in West Africa. The board of directors and management team are seasoned resource industry professionals with extensive experience in the exploration and development of world-class gold projects in Africa.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING INFORMATION
This news release contains and refers to forward‐looking information
based on current expectations. All other statements other than
statements of historical fact included in this release are forward
looking statements (or forward‐looking information). The Corporation's
plans involve various estimates and assumptions and its business is
subject to various risks and uncertainties. For more details on these
estimates, assumptions, risks and uncertainties, see the Corporation's
most recent Annual Information Form and most recent Management
Discussion and Analysis on file with the Canadian provincial securities
regulatory authorities on SEDAR at www.sedar.com. These forward looking statements are made as of the date hereof and
there can be no assurance that such statements will prove to be
accurate, such statements are subject to significant risks and
uncertainties, and actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward‐looking statements
that are included herein, except in accordance with applicable
securities laws.
SOURCE First Uranium Corporation
Copyright 2013 Canada NewsWire
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