Apollo Gold Corporation (TSX: APG) (NYSE Amex: AGT) (“Apollo”)
and Linear Gold Corp. (TSX: LRR) (“Linear”) announce a new
corporate identity and name, Brigus Gold Corp. (“Brigus Gold”),
which is expected to take effect following the closing of their
proposed business combination (the “Merger”), subject to applicable
respective shareholder approvals.
Pursuant to a definitive agreement executed by Apollo and Linear
announced on April 1, 2010, Apollo and Linear agreed to the Merger
by way of a court-approved plan of arrangement. The Merger is
expected to close by the end of June 2010, subject to customary
closing conditions, including receipt of all necessary regulatory,
court and shareholder approvals.
As a part of the Merger, Apollo and Linear believe that it is in
the best interests of the combined company to effect a name change
and to undertake a share consolidation on the basis of one
post-consolidation combined entity common share for every four
Apollo common shares outstanding immediately prior to the share
consolidation. The trading ticker symbols for the combined entity
on the TSX and NYSE Amex will be announced in due course.
The proposed share consolidation and name change will be
submitted to the Apollo shareholders for approval at the
shareholder meeting to approve, among other things, the issuance of
5.4742 Apollo common shares for each common share of Linear and
other matters relating to the Merger and would only be effective
upon the closing of the Merger. If approved by the Apollo
shareholders, the proposed share consolidation would affect all
combined entity shareholders uniformly. After giving effect to the
Merger and the consolidation, Linear shareholders will receive
approximately 1.37 combined entity shares for each Linear share on
completion of the Merger (5.4742 divided by 4).
Wade K. Dawe, Chief Executive Officer and President of Linear,
who is slated to become CEO and President of the combined entity,
said, “We are proud to unveil Brigus Gold to Apollo and Linear
shareholders to help brand a unique, strong and dynamic mid-tier
gold investment vehicle of choice for new and existing
shareholders. We plan to develop Brigus Gold into Canada’s next
mid-tier gold producer based on our outlook for increased gold
production and resources. We believe that Brigus Gold represents a
solid platform for growth in shareholder value based on: (i)
growing production and cash flow from the Black Fox Mine; (ii) an
excellent development pipeline of projects in low-risk operating
jurisdictions; (iii) a strengthened balance sheet that positions
the company to capitalize on development and exploration
opportunities; (iv) a strong management team with development,
operational and financial expertise and (v) improved access to the
capital markets and enhanced trading liquidity.”
The combined entity will focus on optimizing its key Black Fox
gold operations (mine, mill and adjoining Pike River and Grey Fox
properties) in the Timmins gold mining district in Ontario and
advancing to production the Box deposit at the Goldfields property
in Saskatchewan. The combined entity will also continue to
strategically advance its Ixhuatan and Huizopa gold projects in
Mexico.
Both the proposed share consolidation and name change must be
approved by at least two-thirds of the votes cast at the Apollo
Meeting.
Each of Apollo and Linear has called for their respective
shareholder meetings to be held on June 24, 2010, with a record
date for each meeting established as May 25, 2010.
About Apollo
Apollo is a growing gold producer that operates the wholly owned
Black Fox Mine in Ontario, Canada, which commenced gold production
in May 2009. Apollo is also exploring the adjoining 100 percent
owned Grey Fox and Pike River properties, all in the Timmins gold
district in Ontario, Canada, as well as the Huizopa Joint Venture,
(80 percent Apollo and 20 percent Minas De Coronado, S. de R.L. de
C.V.), an early stage, gold-silver exploration project,
approximately 16 kilometers (10 miles) southwest of Minefinders
Dolores gold-silver mine, in the Sierra Madres in Chihuahua,
Mexico.
About Linear
Linear Gold Corp is a well financed gold exploration and
development company committed to maximizing shareholder value
through a strategy of mine development, focused exploration, and
effective risk management through selective partnerships and
acquisitions. The Goldfields property, representing Linear's
flagship development property located near Uranium City,
Saskatchewan, hosts an economic gold deposit and is now in the
development stage to become a 70,000 - 90,000 ounce per year gold
producer. Linear also holds an extensive and diverse portfolio of
mineral projects in the Dominican Republic and Mexico.
Forward-looking Statements
Certain statements in this press release relating to the
proposed Merger are “forward-looking statements” within the meaning
of securities legislation. These statements include statements
regarding the ability of each of Apollo and Linear to obtain
applicable shareholder approvals in respect of the proposed Merger,
including approvals of the proposed name change, share
consolidation, expectations of future management of the combined
company, issuance of shares in Apollo in exchange for shares in
Linear; the ability of Linear and Apollo to obtain requisite court
approval, the timing of the completion of the arrangement; and the
ability of the merged company to maintain and expand upon current
levels of production, develop its pipeline of development projects,
strengthen its balance sheet and access the capital markets.
Neither Apollo nor Linear intends, nor assumes any obligation, to
update these forward-looking statements, except as required by
applicable securities laws. These forward-looking statements
represent management's best judgment based on current facts and
assumptions that management considers reasonable, including that
the required approval will be obtained from the shareholders of
Apollo or Linear, that all third party regulatory and governmental
approvals to the Merger will be obtained and all other conditions
to completion of the Merger will be satisfied or waived, that
operating and capital plans will not be disrupted by issues such as
mechanical failure, unavailability of parts, labor disturbances,
interruption in transportation or utilities, or adverse weather
conditions, that there are no material unanticipated variations in
budgeted costs, that contractors will complete projects according
to schedule, and that actual mineralization on properties will not
be less than identified mineral reserves. Neither Apollo nor Linear
makes any representation that reasonable business people in
possession of the same information would reach the same
conclusions. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the companies to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. In particular, fluctuations in the price of gold or in
currency markets could prevent the companies from achieving their
targets. Other factors are disclosed under the heading “Risk
Factors” and elsewhere in documents filed by Apollo and Linear from
time to time with the Toronto Stock Exchange, the NYSE Amex
Equities Exchange and, on SEDAR and with other regulatory
authorities, including the United States Securities and Exchange
Commission.
Additional Information and Where to Find It
In connection with Apollo’s and Linear’s solicitation of proxies
with respect to the meeting of shareholders of each of Apollo and
Linear to be called with respect to the proposed plan of
arrangement, Apollo will file a proxy statement with the SEC and
with regulatory authorities in Canada and Linear will file an
information circular with regulatory authorities in Canada.
SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/ INFORMATION
CIRCULAR WHEN IT IS FINALIZED AND DISTRIBUTED TO SHAREHOLDERS
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be
able to obtain a free-of-charge copy of Apollo’s proxy statement
(when available) and other relevant documents filed with the SEC
and with regulatory authorities in Canada from the SEC’s website at
http://www.sec.gov and from SEDAR at http://www.sedar.com, as
applicable. Shareholders will be able to obtain a free-of-charge
copy of Linear’s information circular (when available) and other
relevant documents filed with regulatory authorities in Canada on
SEDAR at http://www.sedar.com. Shareholders of Apollo will also be
able to obtain a free-of-charge copy of the proxy statement and
other relevant documents (when available) by directing a request by
mail or telephone to Apollo Gold Corporation, 5655 South Yosemite
St., Suite 200, Greenwood Village, Colorado 80111-3220 or
720-886-9656, or from Apollo’s website, www.apollogold.com.
Shareholders of Linear will also be able to obtain a free-of-charge
copy of the information circular and other relevant documents (when
available) by directing a request by mail or telephone to Linear
Gold Corp., Suite 502, 2000 Barrington Street, Halifax, Nova Scotia
B3J 3K1 or 902-422-1421, or from Linear’s website,
www.lineargoldcorp.com.
Interests of Participants in the Solicitation of
Proxies
Apollo and certain of its directors, executive officers and
other members of its management and employees may, under the rules
of the SEC, be deemed to be “participants” in the solicitation of
proxies from its shareholders in connection with the proposed
merger. Information concerning the interests of the persons who may
be considered “participants” in the solicitation is set forth in
Apollo’s proxy statements and Annual Reports on Form 10-K
(including any amendments thereto), previously filed with the SEC,
and in the proxy statement relating to the plan of arrangement when
it becomes available. Copies of these documents can be obtained,
without charge, at the SEC’s internet website at www.sec.gov or by
directing a request to Apollo at the address above.
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