| | Publié le 30 décembre 2008 | and Central Sun Mining Announce Business Combination |
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Linear Gold Corp and Central Sun
Mining Announce Business Combination
The Combined Company will have:
� Initial
Production of Approximately 45,000 Ounces of Gold per Year Increasing
to 130,000 Ounces
of Gold per Year Following Completion of the Orosi Mill Installation in
2009; and
� Approximately
US$20.0 Million in Cash and Cash Equivalents
� 726,700 ounces of gold in
Proven and Probable Reserves, 1,114,000 ounces
of gold in Measured and Indicted, and 861,200 ounces
of gold in Inferred Resources
TORONTO, ONTARIO, December 24, 2008: Linear Gold
Corp. (TSX: LRR) (�Linear Gold�) and Central Sun Mining Inc. (TSX: CSM,
NYSE Alternext: SMC) (�Central Sun� or �CSM�) are pleased to announce that
they have signed a letter agreement whereby Linear Gold will acquire all of
the outstanding common shares of Central Sun in exchange for common shares
of Linear Gold (the �Transaction�). Pursuant to the Transaction, CSM
shareholders will receive 0.4 Linear Gold common shares for each CSM common
share held.
Wade Dawe, President and Chief Executive Officer
of Linear Gold, stated, �We believe this transaction is an attractive
opportunity to acquire a portfolio of gold assets which includes the Limon
Mine, currently producing approximately 45,000 ounces of
gold per year, the Orosi Mine, with planned production of approximately 85,000 ounces of
gold annually following a nine month construction period, and the highly
prospective Mestiza-La India Property, which represents a potential high
grade development opportunity for the future. Together, Linear and Central
Sun plan to pursue a growth strategy focused on building an aggressive and
very profitable gold producer.�
Stan Bharti, the Chairman of Central Sun,
commented, �We believe that the combination of Central Sun and Linear Gold
will form the basis for the next intermediate gold producer. The combined
company brings together gold production, potential near-term production
expansion, financial resources and an experienced management team. The
combined company will be well positioned to leverage continued strength in
the price of gold in 2009.�
A conference call will be held on January 6th,
2009, 2:00 p.m. (Toronto
time) to discuss this Transaction. An investor presentation outlining the
Transaction will be made available on the Linear Gold and Central Sun
websites on or before January 6th, 2009. Please use the
following information to access the call:
Toll Free: 1-877-461-2814
There will be a question and answer session
following management presentations during the call.
Highlights of the Transaction
Upon completion of the Transaction, Linear Gold,
continuing as the combined company will feature:
� Annual
production of approximately 45,000 ounces of gold increasing to 130,000 ounces
of gold following completion of the Orosi mill installation.
� Proven and
probable gold mineral reserves estimated to be approximately 730,000 ounces,
and measured and indicated gold mineral resources estimated to be
approximately 1,114,000
ounces. See chart at end of release for details;
Approximately CDN$24 million (US$20 million) in cash and cash equivalents;
� Significant
potential for growth through exploration at Central Sun�s properties in
Nicaragua and Linear Gold�s promising Ixhautan Gold Project in Mexico and
Ampliacion Pueblo Viejo, Loma El Mate and Loma Hueca Gold Properties in the
Dominican Republic;
� Management and
board of directors with experience operating, developing, and financing
mining companies;
� Strategic
position to leverage expected consolidation in the gold industry.
Upon completion of the Transaction, Linear Gold
will have approximately 53.2 million common shares issued and outstanding,
with former Central Sun shareholders holding approximately 48% of the
issued and outstanding common shares of the combined company.
The combination will bring significant benefits to
each of the companies and their shareholders. The boards of directors of
both Central Sun and Linear Gold unanimously support the proposed
combination.
� The exchange
ratio of 0.4 Linear Gold common shares for each Central Sun common share
values Central Sun at approximately $CDN18.4 million, or approximately
$CDN0.292 per CSM common share, which represents a premium of 75% based on
the 20-day volume weighted average TSX price of Central Sun and Linear Gold
shares from December 23, 2008, the trading day prior to the announcement,
and 42% based on the respective closing prices on December 23, 2008;
� Helps to
facilitate development of the Orosi gold project resulting in increased
gold production in the combined company;
� Provides cash
resources of approximately CDN$24 million (US$20 million), which addresses
Central Sun�s immediate working capital needs and will partly fund
development activities to re-commence production at Orosi;
� Provides
exposure to Linear Gold�s promising Ixhautan Gold Project in Mexico, which
Kinross Gold Corporation has been exploring and evaluating under an option
agreement to acquire up to a 70% interest in exchange for future cash
payments to Linear Gold of up to US$115 million; and
� Provides
shareholders with a significant stake in the combined company that is well
positioned to participate in expected future consolidation in the gold
industry.
� Adds current
production of approximately 45,000 ounces of gold per year
� Adds planned
production growth, as Central Sun projects 2010 gold production of 130,000 ounces
based on the re-commencement of production at the Orosi project;
� Significantly
increases estimated mineral reserves and resources;
� Adds skilled
mining operations team, experienced in successfully operating and
developing mines;
� Provides
exposure to exploration success at Central Sun�s Limon, Orosi and Mestiza-La India projects; and
� Provides
shareholders with a significant stake in the combined company that is well
positioned to participate in expected future consolidation in the gold
industry.
CSM Board of Directors`
Recommendations
The Transaction will be subject to approval of the
shareholders of CSM. The Board of Directors of Central Sun has determined
to recommend that CSM shareholders vote in favour of the Transaction. In
addition, the Central Sun directors have indicated that they intend to vote
their CSM shares in favour of the Transaction.
The Transaction is expected to be structured as a
plan of arrangement between Central Sun and a newly formed, wholly-owned
subsidiary of Linear Gold. Under the terms of the Transaction, CSM
shareholders will receive 0.4 common shares of Linear Gold for each common
share of Central Sun held. Each outstanding Central Sun convertible
security will become exercisable for Linear Gold common shares based on the
exchange ratio and resulting price adjustment. Under certain circumstances,
prior to closing, Linear Gold shareholders will be entitled to receive up
to 7.5 million warrants of Linear Gold exercisable at $1.00 per share and
expiring in 24 months. The Board of Directors of the combined company will
be comprised of three representatives of Linear Gold and three
representatives of Central Sun. Wade Dawe shall be appointed as Chairman
and Peter Tagliamonte will be appointed as President and Chief Executive
Officer of Linear Gold.
Linear Gold has entered into lock-up agreements
with CSM officers, directors and shareholders who hold approximately 10.5%
of the outstanding CSM common shares, pursuant to which they have agreed to
vote in favour of the Transaction on the terms proposed above, subject to
certain conditions.
The letter agreement includes a commitment by
Central Sun not to solicit alternative transactions to the proposed
Transaction. Linear Gold has also been provided with certain other rights
customary for a transaction of this nature, including the right to match competing
offers made to CSM. The Letter Agreement also provides for a break fee of
CDN$1,000,000 to be payable to Central Sun or Linear Gold in certain
circumstances.
The Transaction is subject to the parties entering
into a definitive agreement by January 29, 2009 and the receipt of all
necessary regulatory approvals and necessary shareholder approvals at
special meeting(s) to be held no later than April 30, 2009. Closing of the
Transaction is set to occur by no later than May 31, 2009.
The parties have agreed that the shareholders of
the combined company will consider a special resolution changing the name
of the combined company to Central Sun Mining Corp., at its first annual
general meeting.
Linear Gold�s legal counsel is Cox & Palmer. Central
Sun�s legal counsel is Cassels Brock & Blackwell LLP.
Linear Gold Corp. is actively exploring for gold
and base metal deposits through joint ventures with Kinross Gold in Mexico and Everton Resources in the Dominican Republic.
For further information, please contact:
President and Chief Executive Officer
Central Sun Mining Inc. is a gold producer with
mining and exploration activities focused in Nicaragua. Central Sun operates
the Limon Mine in Nicaragua
and is converting the Orosi Mine in Nicaragua to conventional
milling to increase the annual gold output. It also holds an option to
acquire a 100% interest in the Mestiza gold property which is located 70 kilometres by
road east of the Limon Mine. The Company is focused on efficient and
productive mining practices to establish high quality and cost effective
operations. Central Sun is committed to growth by optimizing current
operations, expanding mineral reserves and resources at existing mines,
exploring its extensive land holdings and seeking strategic mergers or
acquisitions in the Americas.
For further information, please contact:
President and Chief Executive Officer
Peter Tagliamonte, P.Eng., who is the President
and CEO of Central Sun and a qualified person under National Instrument
43-101, has reviewed the scientific and technical information in this press
release relating to Central Sun and its properties.
This communication does not constitute an offer to
purchase or exchange or the solicitation of an offer to sell or exchange
any securities of Central Sun or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Linear Gold,
nor shall there be any sale or exchange of securities in any jurisdiction
(including the United States) in which such offer, solicitation or sale or
exchange would be unlawful prior to the registration or qualification under
the laws of such jurisdiction. The distribution of this communication may,
in some countries, be restricted by law or regulation. Accordingly, persons
who come into possession of this document should inform themselves of and
observe these restrictions. The solicitation of offers to buy Linear Gold
shares in the United
States will only be made pursuant to a
prospectus and related offer materials that Linear Gold expects to send to
holders of Central Sun securities, subject to the requirements of
applicable law. The Linear Gold shares may not be sold, nor may offers to
buy be accepted, in the United
States prior to the time the
registration statement (if any is filed) becomes effective or an exemption
from such requirements is available. No offering of securities shall be
made in the United States except (i) by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of 1933, as
amended, which would contain detailed information regarding Linear Gold and
its management, as well as its financial statements, or (ii) pursuant to an
exemption from the registration requirements of the United States
Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking
Information This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not limited to,
statements with respect to the future financial or operating performance of
Linear Gold and Central Sun and its projects, statements regarding
exploration prospects, statements regarding synergies and financial impact
of the proposed transaction, the terms and conditions of the transaction,
the benefits of the proposed transaction, the identification of mineral
reserves and resources, costs of and capital for exploration and
development projects, exploration and development expenditures, timing of
future exploration and development activities, expected production,
requirements for additional capital, government regulation of mining
operations, environmental risks, reclamation expenses, title disputes or
claims, limitations of insurance coverage and the timing and possible
outcome of pending litigation and regulatory matters. Generally,
forward-looking information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does
not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate",
or "believes", or 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 information
is based on various assumptions and on the nest estimates of CSM or Linear
Gold, as the case may be, as of the date hereof, and is subject to known
and unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of the
Company (and the company resulting from the successful completion of the
proposed transaction) to be materially different from those expressed or
implied by such forward-looking information, including but not limited to:
general business, economic, competitive, political and social
uncertainties; the actual results of current exploration activities; delay
or failure to receive board or regulatory approvals; timing and
availability of external financing on acceptable terms; the business of
Linear Gold and Central Sun not being integrated successfully or such
integration proving more difficult, time consuming or costly than expected;
not realizing on the potential benefits of the proposed transaction;
conclusions of economic evaluations; changes in project parameters as plans
continue to be refined; future prices of mineral prices; failure of plant,
equipment or processes to operate as anticipated; accidents, labour
disputes and other risks of the mining industry; and, delays in obtaining
governmental approvals or required financing or in the completion of
activities, and as well as those risks identified under �Risk Factors�
disclosure sections in the documents filed under the profile of SEDAR by
CSM and/or Linear from time to time. Although the Company has attempted to
identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may
be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking information. The Company does not
undertake to update any forward-looking information, except in accordance
with applicable securities laws.
MINERAL
RESERVE AND MINERAL RESOURCE ESTIMATES
COMBINED CENTRAL SUN MINING INC. AND LINEAR GOLD
CORP. (as at January 31, 2008)
Mineral Reserves
MINE
|
Tonnes
|
Grade (g/t)
|
Gold (ounces)
|
LIMON2
|
|
|
|
Proven
|
156,400
|
6.04
|
30,400
|
Probable
|
1,224,600
|
4.75
|
186,900
|
Total
|
1,381,000
|
4.89
|
217,200
|
OROSI3
|
|
|
|
Probable
|
11,017,000
|
1.44
|
509,500
|
Total
|
11,017,000
|
1.44
|
509,500
|
Total Proven
and Probable Mineral Reserves
|
12,398,000
|
1.82
|
726,700
|
MINE
|
Tonnes
|
Grade (g/t)
|
Gold (ounces)
|
LIMON2
|
|
|
|
Measured
|
30,000
|
4.65
|
4,500
|
Indicated
|
354,100
|
5.02
|
57,200
|
Total
|
384,000
|
4.99
|
61,600
|
OROSI3
|
|
|
|
Indicated
|
4,126,000
|
1.51
|
200,400
|
Total
|
4,126,000
|
1.51
|
200,400
|
IXHUATAN5
|
|
|
|
Measured
|
1,320,000
|
4.8
|
204,000
|
Indicated
|
8,050,000
|
2.5
|
648,000
|
Total
|
9,370,000
|
2.8
|
852,000
|
Total
Measured & Indicated Mineral Resources
|
13,880,000
|
2.48
|
1,114,000
|
Inferred
Mineral Resources Mine/Project
|
Tonnes
|
Grade (g/t)
|
Gold (ounces)
|
LIMON2
|
|
|
|
Total
|
1,291,000
|
5.91
|
246,000
|
OROSI3
|
|
|
|
Total
|
3,371,000
|
0.76
|
82,600
|
MESTIZA4
|
|
|
|
Total
|
558,000
|
8.80
|
158,600
|
IXHUATAN5
|
|
|
|
Total
|
7,130,000
|
1.6
|
374,000
|
Total
Inferred
|
12,350,000
|
2.15
|
861,200
|
|
|
|
|
1.
The mineral reserves and resources reported herein
are based on the CIM Definition Standards for Mineral Resources and Mineral
Reserves adopted by the CIM Council on December 11, 2005 (�CIM
Standards�). Mineral Resources that are not mineral reserves do not
have demonstrated economic viability. Mineral resources are in
addition to Mineral Reserves.
2.
Mineral Reserve and Mineral Resource estimates for
the Limon mine were prepared by CSM mine personnel under the supervision of
Dr. William Pearson, P.Geo. and Mr. Graham Speirs, P.Eng. both of whom are
Qualified Persons as defined under National Instrument 43-101.
3.
The Mineral Reserve and Resource at Orosi
(formerly La Libertad)
was prepared as of January 31, 2008 by Scott Wilson Roscoe Postle & Associates
Ltd. (Scott Wilson RPA).
4.
The Inferred Mineral Resource for Mestiza was
prepared by CSM exploration personnel under the supervision of Dr. William
Pearson, P.Geo. a Qualified Person as defined by NI 43-101. The
estimate is based on historical drilling and recent trench sampling and
drilling by CSM.
5.
The Independent Qualified Person
responsible for the Ixhuatan resource estimates is Gary Giroux, P. Eng. of
Giroux Consultants Ltd. A Technical Report prepared to National Instrument
43-101 requirements has been filed on SEDAR.
6.
Totals may not add up due to rounding.
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VanEck Vectors Global Alternative Energy ETF
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CODE : LRR.TO |
ISIN : CA53566Q1072 |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Linear Gold est une société d’exploration minière d'or basée au Canada. Linear Gold est cotée au Canada et en Allemagne. Sa capitalisation boursière aujourd'hui est 83,0 millions (78,1 millions US$, 63,2 millions €). La valeur de son action a atteint son plus haut niveau récent le 01 avril 2005 à 9,95 , et son plus bas niveau récent le 31 octobre 2008 à 0,65 . Linear Gold possède 47 442 200 actions en circulation. |
Projets de VanEck Vectors Global Alternative Energy ETF |
Communiqués de Presse de VanEck Vectors Global Alternative Energy ETF |
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