Sage Gold and Consolidated Puma Announce Merger Agreementadmin
Sage Gold Inc. a mineral exploration and development company which has interests in exploration properties in Ontario, Nevada and Arizona and Consolidated Puma Minerals Corp. announce that the companies have entered into an arrangement agreement providing for Sage to acquire all of the outstanding shares of Puma in an all-share transaction. The combination of these two companies will significantly enhance the cash position of Sage and provides Puma shareholders with an investment in a company with a strong exploration team and an exciting gold property portfolio in the Beardmore Geraldton Gold camp in Northern Ontario. Puma currently has approximately $3.5 million in cash (before closing and other costs).
Under the agreement, Puma shareholders will receive 1.137 common shares of Sage for each Puma common share held. Based on the currently issued and outstanding common shares of Puma, Sage will issue approximately 58.9 million common shares to acquire all of the currently outstanding Puma common shares, resulting in Puma shareholders holding approximately 25% of the combined entity. The post-merger issued and outstanding common shares of Sage will be approximately 236 million. The agreement has been negotiated at arm’s length and approved by the Boards of Directors of both companies.
The transaction is to be effected pursuant to a plan of arrangement under the Business Corporations Act (British Columbia), which will require approval of at least 66 2/3% of the shares of Puma voted at Puma’s upcoming annual and special shareholders’ meeting, expected to be held in July 2009, with the transaction closing shortly thereafter. Completion of the transaction is subject to a number of other conditions precedent, including receipt by Puma of a favourable fairness opinion, and receipt of all necessary shareholder, stock exchange, court and regulatory approvals. The combined entity will retain the Sage Gold Inc. name and trading symbol SGX on the TSX Venture Exchange.
Full details of the transaction will be included in the Management Information Circular to be filed with the regulatory authorities and mailed to Puma shareholders in accordance with applicable securities laws.
Nigel Lees, Sage Gold’s President and CEO commented that, “Combining with Puma creates a strong platform to implement our business plan and continue an aggressive exploration program in the Beardmore Geraldton Gold camp in Ontario where Sage has extensive property holdings including the Golden Extension gold discovery. This is the first acquisition in the Company’s strategy to leverage its strong management team and exciting properties to grow Sage and enhance shareholder value.”
Vahan Kololian, Puma’s President and CEO, added, “The combination of our companies enables Puma’s shareholders to acquire a 25% share in a growing gold company in the Beardmore Geraldton area of Ontario.”
Fraser Mackenzie Limited is retained as financial advisor to the Board of Directors of Puma and will provide a fairness opinion with respect to the transaction.