Wesdome and Windarra announce letter of intent regarding acquisition of Windarra by Wesdome
TORONTO, July 17, 2013 /CNW/ - Wesdome Gold Mines Ltd. ("Wesdome") (TSX:WDO) and Windarra Minerals Ltd. ("Windarra") (TSXV:WRA.V) are pleased to announce that they have executed a letter
of intent ("LOI") relating to the proposed acquisition by Wesdome of all of the issued
and outstanding common shares of Windarra on the basis of one common
share of Wesdome for each ten Windarra Shares held (the "Transaction"). The LOI was negotiated at arm's length and is effective as of July
16, 2013.
Donovan Pollitt, President of Wesdome, stated "Clearly, the combined
assets in the Mishi mining camp offer increased potential for both
parties. We see Mishi as an excellent long-term asset and Windarra's
properties complement ours. To date we have mined over one million
ounces from this camp and with the Mishi Mine's early success, we feel
we are just scratching the surface."
John Pallot, President of Windarra, stated "We've been considering the
combination of our assets in this camp for some time. In our opinion
this ratio is historically relevant and fair. The combination of land
with existing mining infrastructure, reserves and a mining team clearly
makes a stronger regional asset base which we will all benefit from in
the future."
Completion of the Transaction will be subject to the execution of a
definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") setting forth the detailed terms of the Transaction, to be signed on
or before July 29, 2013 (or such other date as may be mutually agreed
in writing by Windarra and Wesdome). The legal structure for the
Transaction will be determined after the parties have considered all
applicable tax, securities law, and accounting efficiencies.
The Transaction will also be subject to: (i) requisite approval by the
shareholders of Windarra and the appropriate regulatory bodies; (ii)
all of the outstanding options and warrants to acquire Windarra Shares
having been exercised or cancelled; (iii) Wesdome having received
executed voting support agreements from each of the directors and
officers of Windarra and such other security holders of Windarra as may
be agreed to by Windarra and Wesdome; and (iv) other standard closing
conditions, including the approval of the directors of each of Windarra
and Wesdome of the Definitive Agreement and completion of due diligence
investigations to the satisfaction of each of Windarra and Wesdome.
Following completion of the proposed Transaction, it is expected that
Windarra will be a private company wholly-owned by Wesdome.
About Wesdome
Wesdome is in its 26thyear of continuous mining operations in Canada. It currently has two
producing gold mines in Wawa, Ontario and owns the Kiena Complex in Val
d'Or, Québec. Wesdome has approximately 101.8 million common shares
issued and outstanding which trade on the Toronto Stock Exchange under
the symbol "WDO".
About Windarra
Windarra is an established Canadian exploration company. It has
actively been involved in exploration and development projects in the
Mishibishu Greenstone belt for 20 years, and holds a further 100%
interest in the two Mishi mining leases consisting of approximately 705
hectares in the Mishibishu Lake township and a 25% interest in the
Magnacon East property. It has 40.3 million Windarra Shares outstanding and trades on the TSX Venture
Exchange under the symbol "WRA".
This news release contains "forward-looking information" which may
include, but is not limited to, statements with respect to the proposed
Transaction between Windarra and Wesdome, the expected timetable for
completing the Transaction, future financial and operating results,
benefits and synergies of the Transaction, future opportunities for
Wesdome and any other statements about the future expectations,
beliefs, goals, plans or prospects expressed by the management of
either Windarra or Wesdome. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of Windarra and/or Wesdome to be materially different from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Forward-looking statements contained herein
are made as of the date of this press release and each of Windarra and
Wesdome disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events or
results or otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Each of Windarra and Wesdome undertakes no obligation to
update forward-looking statements if circumstances, management's
estimates or opinions should change, except as required by securities
legislation. Accordingly, the reader is cautioned not to place undue
reliance on forward-looking statements.
SOURCE: Wesdome Gold Mines Ltd.
For further information respecting Wesdome, please contact:
Donovan Pollitt, P.Eng., CFA
President & CEO
Wesdome Gold Mines Ltd.
8 King St. East, Suite 1305
Toronto, Ontario, M5C 1B5
Toll Free: 1-866-4-WDO-TSX
Tel: 416-360-3743, Fax: 416-360-7620
Email: invest@wesdome.com, Website: www.wesdome.com
For further information respecting Windarra, please contact:
John Pallot
President
Windarra Minerals Ltd.
300 - 1055 West Hastings Street
Vancouver, British Columbia, V6E 2E9
Tel: (604) 688-1508, Fax: (604) 629-7971
Email: info@windarra.com, Website: www.windarra.com
Copyright CNW Group 2013