ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers

GSM Gold Summit Corp.

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type
Gold Summit Corp. TSXV:GSM TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Crown Minerals and Gold Summit Announce Agreement to Combine Companies

15/04/2010 8:30pm

Marketwired


Gold Summit Corp. (TSXV:GSM)
Historical Stock Chart


From May 2019 to May 2024

Click Here for more Gold Summit Corp. Charts.

Crown Minerals Inc. ("Crown") (TSX VENTURE: CWM) and Gold Summit Corporation ("Gold Summit") (TSX VENTURE: GSM) are pleased to announce that they have reached an agreement in principle to combine the two companies on the basis that one (1) Gold Summit share will be exchanged for one and sixty-five hundredths (1.65) Crown shares. Based on the share exchange ratio, the Crown and Gold Summit shareholders will own approximately 58% and 42%, respectively, of the combined common shares outstanding.

GSM currently explores primarily in Nevada for high grade gold and gold/silver deposits that would support underground, low cash cost operations. GSM has recently filed new NI 43-101 compliant technical reports announced resources at the Monte Cristo and Sugarloaf Peak (Tip Top) properties and holds part of four more Tertiary epithermal vein districts, all with drill ready targets defined by surface work. All GSM properties have potentially economic gold and or silver grades in outcrops or discovery drill holes. The inventory of Gold Summit's properties includes four other gold prospects in Nevada and two in the Kenora mining district of Ontario. All GSM properties have potentially economic gold and or silver grades in outcrops or discovery drill holes.

Crown has recently optioned five different gold exploration properties in Ontario including its Mackenzie Island prospect in Red Lake, its Whitney prospect in Timmins and the old Stairs mine near Matachewan. Crown has also recently purchased a property beside Trelawney's property in Chester Township near Timmins, Ontario. In addition, Crown owns two nickel/copper prospects near Timmins and a gold prospect near Silver Peak, Nevada.

"We are very excited about the synergies between these two companies. They both have properties in Nevada and in Ontario - two famous gold-mining areas. The combination of Crown and Gold Summit will create a larger, stronger company with mutually complementary assets and management teams. The new company will be better positioned to develop and expand the tremendous upside potential of the Monte Cristo gold project, which is the primary asset of Gold Summit," said Dr. Anthony P. Taylor, Gold Summits' CEO. "We see this combination as a logical development in our strategy for growth. With the technical and management resources of both companies, the combined company will have increased flexibility in how it proceeds with the continued exploration and development of the larger portfolio of assets of the combined company."

Stephen Dunn, President & CEO of Crown said: "This merger delivers value to the shareholders of both companies. The "all-share" transaction gives Gold Summit shareholders an immediate premium with continued participation in their current resource base while offering them participation in the exploration upside of a larger portfolio of quality exploration assets in Ontario and Nevada. It allows Crown shareholders to more quickly transition from an exploration company to a company with a near-term production scenario and still participate in the exploration upside of the combined assets of the two companies. Crown will also benefit from the highly experienced and successful mining team that Gold Summit will bring to the table. The combined companies' land positions in two of the top gold producing regions in the world should also create a higher profile company within the financial community."

The Board of Directors of both companies are recommending that their respective shareholders vote in favour of the transaction and the creation of a new aggressive gold focused company.

Currently, Crown has approximately 33.6 million common shares issued and outstanding while Gold Summit has approximately 14.8 million common shares issued and outstanding. Under the terms of the proposed business combination, Crown and Gold Summit shareholders, respectively, would own approximately 58% and 42% of the shares outstanding on completion of the transaction.

The board of directors of the company resulting from the business combination will consist of six directors with three nominees from Crown and three nominees from Gold Summit. Dr. Anthony P. Taylor, currently Chief Executive Officer of Gold Summit, will become Chairman of the combined company and Stephen Dunn, currently President & CEO of Crown, will retain the same role of the combined company.

Crown and Gold Summit have entered into a letter agreement in respect of the business combination transaction. Completion of the transaction is subject to usual terms and conditions for such a transaction, including completion of due diligence, completion and execution of definitive business combination documentation, receipt of all required regulatory and security holder approvals and no material adverse changes occurring in the financial condition of either company.

Crown and Gold Summit have agreed to the following: prior to the completion of the business combination neither company will issue any further securities or amend the terms of any issued and outstanding securities without the consent of the other, and both companies have agreed to conduct business only in the ordinary course. They also agreed to exclusivity and non-solicitation provisions subject to an exception for superior proposals. The definitive transaction documentation will provide that in certain circumstances where one party decides not to complete the business combination, it will pay the other party an expense reimbursement payment equal to the greater of $100,000 or the other party's professional costs incurred in connection with the transaction. In the event that the proposed transaction is terminated and Gold Summit completes an alternative business combination, Gold Summit will pay Crown a fee in accordance with TSXV policies. The structure of the business combination will be determined by the two companies in consultation with their professional advisors.

Forward-looking Statements

This news release contains certain forward-looking information as defined in applicable securities laws (referred to herein as "forward-looking statements"). Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Specifically, this press release includes forward-looking statements regarding the intended business combination of Gold Summit and Crown. These forward-looking statements reflect the current internal projections, expectations or beliefs of Gold Summit and Crown, based on information currently available to them. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by Gold Summit and Crown with securities regulatory authorities, that may cause actual outcomes to differ materially from those discussed in the forward-looking statements. The completion of the proposed business combination is subject to a number of risks, including, without limitation, the shareholders of Gold Summit and Crown not approving the transaction or required regulatory or court approvals not being obtained. Even if the business combination does complete, which cannot be guaranteed, anticipated synergies and efficiencies or other intended benefits of the transaction may not be realized, and the prospects of the combined entity will remain subject to all the general risks associated with mineral exploration and public securities markets.

This news release includes certain "forward looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. Without limitation, statements regarding potential mineralization and resources and reserves, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts: Crown Minerals Inc. Stephen Dunn President and CEO 416-822-3343 416-364-5400 (FAX) sd@crownmin.com www.crownmin.com Gold Summit Corporation Dr. Anthony P. Taylor CEO 775-284-7200 775-284-7202 (FAX) ttaylor@goldsummitcorp.com www.goldsummitcorp.com

1 Year Gold Summit Corp. Chart

1 Year Gold Summit Corp. Chart

1 Month Gold Summit Corp. Chart

1 Month Gold Summit Corp. Chart

Your Recent History

Delayed Upgrade Clock