Gateway Gold Receives Offer from Victoria Gold Corp.
Tuesday, August 19, 2008 |
Symbol: GTQ - TSX |
Gateway Gold Corp. (GTQ-TSX) ("Gateway") is pleased to announce that it has entered into a letter agreement (the "Letter Agreement") with Victoria Gold Corp. ("Victoria") providing for a business combination whereby Victoria will acquire (the "Acquisition") all of the issued securities of Gateway. Pursuant to the terms of the Letter Agreement, Victoria intends to acquire all of the issued common shares of Gateway on the basis of 0.50 common shares of Victoria for every one common share of Gateway, which represents an approximate 20% premium over the 30 day weighted average trading prices of the shares of Victoria and Gateway. As a result of the Acquisition, all validly existing warrants, options and other rights to acquire common shares of Gateway will be deemed to represent comparable securities of Victoria adjusted on the same share exchange ratio basis. The agreed share exchange ratio is based upon a preliminary fairness opinion from Gateway's independent financial advisor, an assessment of the recent trading activity and assets of both Victoria and Gateway and input from Gateway's special committee of directors and takes into account the Bridge Loan that Victoria has agreed to provide to Gateway as described below.
Upon completion of the Acquisition Victoria will have approximately 112,641,000 million common shares issued and outstanding on a fully diluted basis, of which current Victoria shareholders will own approximately 83% and former Gateway shareholders will own approximately 17%.
Gateway and Victoria have agreed that the board of directors of Victoria will consist of the present board and, in addition, will include Mr. Michael D. McInnis, the President and a director of Gateway. The Acquisition will occur by way of plan of arrangement with the ultimate form of the Acquisition to be mutually determined by Victoria and Gateway based on tax, securities and corporate law and other considerations. The Acquisition will be subject to, among other things, receipt of regulatory, court, stock exchange and Gateway shareholder approvals, completion of accounting, tax, financial and legal due diligence to confirm the absence of any adverse material facts regarding each other party, receipt by Gateway of a final fairness opinion and completion of definitive documentation. A break fee of $250,000 is payable to Victoria in the event that a superior unsolicited offer is accepted by Gateway and a break fee of the same amount is payable to Gateway if Victoria fails to complete the Acquisition for any reason, other than the conditions precedent in Victoria's favour not having been satisfied.
Under the terms of the Letter Agreement, Victoria has agreed to advance a loan to Gateway (the "Bridge Loan") of $500,000, maturing on March 31, 2009 and repayable by Gateway together with interest at the rate of 10% per annum. The Bridge Loan is repayable at any time prior to maturity without penalty by Gateway in cash or, at the election of Gateway and subject to regulatory acceptance, in securities of Gateway. The Bridge Loan will provide working capital for Gateway until the completion of the Acquisition.
Capital West Partners is acting as independent financial advisor to Gateway in respect of the offer and the Company's legal advisors are DuMoulin Black LLP and Gowlings LLP.
"We are very excited about this transaction with Victoria," commented Michael McInnis, President and CEO of Gateway. "We have been evaluating growth opportunities in Nevada for some time and this is the transaction that makes the most sense for our shareholders. We are very impressed with the Victoria team and their property portfolio. In the shorter term, our shareholders receive an attractive premium and financial support to advance our projects. In the longer term, we will benefit from Victoria's aggressive growth plans and from the combined company's ability to attract financing from its many supporters."
"We have a high level of confidence in the exploration potential of each of Victoria's existing advanced exploration gold projects such as Cove, Mill Canyon, Hilltop, and Summit. This transaction was driven predominantly by the strong conviction of our exploration team that our innovative exploration expertise will provide a fresh approach to Gateway's projects thereby unlocking increased potential for a rapid new discovery," said Chad Williams, President & CEO of Victoria Gold Corp. "This transaction reinforces our stated strategy to add value per share through efficient exploration and accretive acquisitions," added Mr. Williams.
Victoria is a gold exploration company with interests in eight advanced properties in north-central Nevada. Victoria's proprietary exploration techniques have been instrumental in identifying new gold-bearing zones on several of these properties including, most recently, at Cove-McCoy, the site of the Helen Zone discovery.
Gateway is a mineral exploration company focused on identifying, exploring and developing gold deposits in Nevada. Gateway has nine gold projects within some of the most prolific gold belts in Nevada. The company's most advanced project, the Big Springs project, has a NI 43-101 compliant inferred resource of 1.2 million ounces at an average grade of 2.67 g/t, such resource being more particularly set out in the technical report dated March 14, 2006, which report is available under the profile of Gateway on SEDAR.
A joint conference call will be hosted by Chad Williams, President and CEO of Victoria Gold Corp. and Michael McInnis, President and CEO of Gateway Gold Corp., to discuss this transaction. Details are as follows:
Date: Tuesday August 19, 2008 Time: 2:00 pm (EST) Dial in: 416 644 3418 or toll free in Canada and the US 1 800 731 6941 Replay: 416 640 1917 or toll free in Canada and the US 1 877 289 8525 Replay passcode: 21281079#
You may also access the conference call on a listen-only basis via webcast at www.newswire.ca or at http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=2390080. The audio webcast will be archived on Gateway's website at www.gatewaygold.com and Victoria's website at www.vitgoldcorp.com.
For further information about Gateway and its activities, please refer to the Company's website at www.gatewaygold.com and under the Company's profile at www.sedar.com.
ON BEHALF OF THE BOARD
"Michael D. McInnis"
Michael D. McInnis, P.Eng., President and CEO
For further information contact: Michael D. McInnis, President Tel: 604.801.6040
Website: www.gatewaygold.com Raju Wani, Investor Relations -- Tel: 403.240.0555 Ron Cooper, Investor Relations -- Tel: 604.986.0112
The TSX does not accept responsibility for the adequacy or the accuracy of this release.
Certain of the statements made and information contained herein is "forward- looking information" within the meaning of the Ontario Securities Act. and the Alberta Securities Act or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States Forward-looking statements and forward looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements and forward looking information, including, without limitation, risks and uncertainties relating to the proposed offer, the interpretation of drill results and the estimation of mineral resources, the geology, grade and continuity of mineral deposits, the possibility that future exploration results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters and surface access, labour disputes or other unanticipated difficulties with or interruptions in production, the potential for delays in exploration activities and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described under Risk Factors Relating to the Company's Business in the Company's Annual Information Form and in each management discussion and analysis. Forward-looking information and forward looking statements are in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of gold, that the Company will receive required permits and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour and that the political environment within Nevada will continue to support the development of environmentally safe mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. |