Apollo and Linear Shareholders Approve Merger to Create Brigus Gold
24 Junio 2010 - 5:51PM
Business Wire
Apollo Gold Corporation (TSX: APG) (NYSE Amex: AGT) (“Apollo”)
and Linear Gold Corp. (TSX: LRR) (“Linear”) report that their
shareholders overwhelmingly approved the business combination (“the
Merger”) of the two companies to form Brigus Gold Corp. (“Brigus
Gold”) at their respective meetings of shareholders earlier
today.
Shareholders of Apollo and Linear demonstrated strong support
for the Merger with 96% of Apollo’s shareholder votes cast and 99%
of Linear’s shareholder votes cast in favour of the
transaction.
The Court of Queen’s Bench of Alberta has granted a final order
approving the Merger by way of a plan of arrangement today.
At Apollo’s annual and special meeting of shareholders,
shareholders also approved resolutions to (i) to change the
combined entity’s name to Brigus Gold (see new logo on Apollo's
website), (ii) consolidate every four Apollo shares to one new
share of Brigus Gold, (iii) amend the Apollo stock option incentive
plan in order to allow for the issuance of replacement options to
former Linear option holders.
Following closing of the Merger and on a post-consolidation
basis, Linear shareholders will receive approximately 1.37 Brigus
Gold shares for every one Linear share. Brigus Gold will have
approximately 129 million common shares and 176 million fully
diluted shares outstanding on a post-consolidation basis.
The closing of the Merger is expected to occur on June 25, 2010,
subject to satisfaction of customary conditions precedent.
Wade K. Dawe, Chief Executive Officer (“CEO”) and President of
Linear, who will become CEO and President of Brigus Gold upon
closing of the Merger, said, “We thank the shareholders of both
Linear and Apollo for their strong support of this Merger and for
their confidence going forward. We are excited to launch Brigus
Gold as a re-branded Canadian gold company and plan to emerge as
Canada’s next mid-tier gold producer. We look forward to continuing
increases in gold production from our flagship Black Fox Mine, and
will pursue additional growth opportunities through our development
pipeline as well as new opportunities.”
R. David Russell, CEO, President and co-founder of Apollo, who
will be resigning his positions, said, “It has been my privilege to
serve Apollo shareholders and Apollo. On behalf of the Apollo Board
of Directors, I thank the shareholders of both companies for their
resounding approval of this Merger to begin the next chapter as
Brigus Gold. Our combined company has a solid financial and
operating foundation, supported by the central pillar of the Black
Fox gold mine in the Timmins district in Ontario and further
buttressed by development of the Box deposit at the Goldfields
Project in Saskatchewan.”
In other business at Apollo’s shareholder meeting, shareholders
also approved the re-appointment of auditors, the election of
directors and the ratification of the shareholder rights plan.
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 Township of
Black River-Matheson 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 the Box and Athona gold deposits. 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
about the closing of the Merger, approvals by the Toronto Stock
Exchange and the NYSE Amex, the appointment of Mr. Dawe as CEO and
President and the resignation of Mr. Russell. 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 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. 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.
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