Jubilee Gold Inc. receives final TSXV approval with respect to the Amalgamation with Ansil Resources Ltd. and Micon Gold Inc.
TORONTO, Jan. 28, 2013 /CNW/ - JUBILEE GOLD INC. (the "Corporation")
(TSXV: JUB) announces that it has received final approval from the TSX
Venture Exchange ("TSXV") with respect to its amalgamation (the
"Amalgamation") with Ansil Resources Ltd. ("Ansil") and Micon Gold Inc.
("Micon") (collectively referred to as the "Amalgamating Corporations")
which was approved by the shareholders of each of the Amalgamating
Corporations on December 31, 2012. The Amalgamation was implemented on
January 1, 2013 by the filing of Articles of Amalgamation. The common
shares of the resulting issuer Jubilee Gold Exploration Ltd. ("Jubilee
Exploration") have been listed and posted for trading on the TSXV under
the trading symbol "JUB". With the final approval of the TSXV, all
conditions precedent contemplated by the agreement relating to the
Amalgamation among the Amalgamating Corporations have been satisfied.
As a result of the Amalgamation, Jubilee Exploration will have
approximately 10,361,806 common shares issued and outstanding on a
fully diluted basis (subject to a fractional rounding down) as no
fractional shares of Jubilee Exploration will be issued. The share
exchange ratios for each Amalgamating Corporation were approved as
follows: (i) for every one common share of the Corporation,
shareholders will receive 0.212 Jubilee Exploration common shares
(incorrectly stated as 0.221 in the January 4, 2013 press release of
the Corporation), (ii) for every one common share of Ansil,
shareholders will receive 0.551 Jubilee Exploration common shares and
(iii) for every one common share of Micon, shareholders will receive
1.035 Jubilee Exploration common shares. Jubilee Exploration has sent
letters of transmittal to shareholders of the Amalgamating
Corporations. Each shareholder of the Amalgamating Corporations is
encouraged to send in a completed letter of transmittal to complete the
share exchange.
For further information regarding the Amalgamation, please refer to the
detailed management information circular in respect of the special
meeting of shareholders of the Corporation which was mailed to the
shareholders and filed on SEDAR at www.sedar.com under the Corporation's profile.
This release may contain forward-looking statements which reflect the
current views of the management of the Corporation as to future events
and operations. These forward-looking statements are based on
assumptions and external factors, including assumptions relating to
competitive market conditions, financial data, and other risks or
uncertainties detailed from time to time in the filings made by the
Amalgamating Corporations with securities regulatory authorities. These
forward-looking statements represent the judgment of the board of
directors of the Corporation as of the date of this release and any
changes in the assumptions or external factors could produce
significantly different results.
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.
SOURCE: JUBILEE GOLD INC.
Sigrid Ades, Secretary-Treasurer and CFO
Office: (416) 364-0042
Email: sades@bellnet.ca