GoGold and Animas Announce Second Step Arrangement Agreement

GoGold and Animas Announce Second Step Arrangement Agreement

Canada NewsWire

HALIFAX and VANCOUVER, March 7, 2014 /CNW/ – GoGold Resources Inc. (TSX:
GGD) (“GoGold“) and Animas Resources Ltd. (TSXV: ANI) (“Animas“) announced today that Animas has entered into an agreement (the “Arrangement Agreement“) with GoGold for a proposed arrangement (the “Arrangement“). The Arrangement constitutes the second step transaction for GoGold
to acquire all the common shares of Animas (“Animas Shares“) not deposited in the take-over bid it launched on January 23, 2014,
which expired on February 28, 2014, and all other outstanding Animas
securities. GoGold holds approximately 84.0% of the outstanding Animas
Shares and all of the outstanding Animas share purchase warrants
(representing approximately 82.8% of the Animas Shares (on a fully
diluted basis)).

Under the terms of the Arrangement Agreement, holders of Animas Shares
will receive $0.07 in cash and 0.0851 of a common share of GoGold (each
a “GoGold Share“) for each Animas Share (for a deemed offer price of $0.15 for each
Animas Share based on the closing price of GoGold Shares on December
27, 2013
(the “Offer Price“)), and one GoGold Share for each $0.94 of cumulative in-the-money
value of Animas options (“Animas Options“), calculated using the Offer Price, rounded down to the nearest whole
GoGold Share.

Under the terms of the Arrangement, Animas and GoGold have agreed to
apply for an interim order of the Supreme Court of British Columbia to
convene a special meeting of Animas’ shareholders to vote on the
proposed Arrangement. The independent members of Animas’ board have
received an opinion from their financial advisor, Edgecrest Capital
Corporation, that the consideration payable to Animas shareholders in
the Arrangement is fair, from a financial point of view, to the
shareholders of Animas (other than GoGold). Based on their own analysis
and various other factors, including the fairness opinion, the
independent members of Animas’ board unanimously approved the
transaction and have recommended that shareholders vote in favor of the
Arrangement. The special meeting is expected to be scheduled for April
16, 2014
, with a March 13, 2014 record date. Animas’ motion for the
interim order is expected to be heard on March 14, 2014. GoGold is
committed in the Arrangement Agreement to vote all of its Animas Shares
it owns in favor of the Arrangement.

Subject to the interim order, full details of the transaction will be
included in a management information circular, which is expected to be
filed by Animas with the Canadian securities regulatory authorities and
mailed to Animas shareholders in the week of March 24, 2014. The
circular will also contain full details on the terms of the proposed
plan of arrangement, the factors considered by Animas’ independent
directors as well as a summary and complete copy of Edgecrest’s
fairness opinion.

GoGold’s counsel for the Arrangement is Fasken Martineau DuMoulin LLP
and its corporate counsel is JESSOMELAW. Animas’ counsel is McCullough
O’Connor Irwin LLP.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.

GoGold Forward-Looking Statement

Except for statements of historical fact, this news release contains
certain “forward-looking information” and “forward-looking statements”
within the meaning of applicable securities laws including statements
regarding the terms of the Arrangement and timing of the Arrangement.
Such forward-looking information and forward-looking statements are
based on the opinions and estimates of management at the date the
statements are made, and are subject to known and unknown risks,
uncertainties and assumptions that could cause actual results to vary
materially from the anticipated results or events predicted in these
forward-looking information or forward-looking statements, including:
GoGold’s assessment of the effect of the Arrangement on GoGold, Animas
and Animas’ shareholders; the satisfaction of any conditions to the
Arrangement; the timing and prospects for shareholder approval;
regulatory restrictions; the continuance of GoGold and its subsidiaries
as a going concern; general economic and market conditions; mineral
prices; the accuracy of mineral resource estimates and the speculative
nature of mineral exploration. There can be no assurance that such
information will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
forward-looking information or forward-looking statements. As a result,
readers are cautioned not to place undue reliance on these
forward-looking information or forward-looking statements. The
forward-looking information and forward-looking statements contained in
this news release are made as of the date of this release. Except as
required by applicable law, GoGold disclaims any intention and assumes
no obligation to update or revise any forward-looking information or
forward-looking statements, whether as a result of new information,
future events or otherwise. For additional information with respect to
risk factors applicable to GoGold, reference should be made to GoGold’s
continuous disclosure materials filed from time to time with securities
regulators, including, but not limited to, GoGold’s Annual Information
Form.

This release does not constitute an offer to sell or a solicitation of
an offer to buy of any of GoGold’s securities in the United States.

Animas Forward-Looking Statement

This press release contains “forward-looking information” which may
include, but is not limited to, statements with respect to Animas’
management information circular, plans, projections, estimates and
expectations. Such forward-looking statements reflect Animas’ current
views with respect to future events and are subject to certain risks,
uncertainties and assumptions, including, the risks and uncertainties
outlined in our most recent financial statements and reports and
registration statement filed with the Canadian securities
administrators (available at www.sedar.com). Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those anticipated, believed, estimated or expected. The factors which
could cause actual results or events to differ materially from current
expectations include, but are not limited to: actions taken by GoGold;
actions taken by Animas’ shareholders in respect of the Arrangement;
the possible effect of the Arrangement on Animas’ business; and other
factors identified and in Animas’ filings with applicable Canadian
securities regulatory authorities filed on SEDAR and available at
www.sedar.com.

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.

About GoGold

For further information, contact Terence F. Coughlan, President and CEO,
or
Sean Tufford, Vice President, Corporate Development GoGold Resources
Inc.,
T: 902 482-1998
F: 902 442-1898
Email : sean@gogoldresources.com
Or visit : www.gogoldresources.com

About Animas

For additional information, contact Animas Resources Ltd. at
604-687-6197, or you may register to receive future news releases at www.animasresources.com.

SOURCE Animas Resources Ltd.

Be the first to comment

Leave a Reply