New Dawn Reports on Results of Voting
at Shareholders' Meeting
TORONTO, Ontario, November 19, 2013 - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company"), a junior gold mining company operating in Zimbabwe, announced that the shareholders of the Company approved each of the special resolutions presented at a Special Meeting of Shareholders held on November 19, 2013. As more fully set forth in the Management Information Circular dated October 21, 2013, these resolutions authorise the Company to implement each of the following corporate actions on a sequential basis:
- The consolidation of the common shares of the Company on the basis of 1 post-consolidation share for every 100,000 common shares currently held (the "Consolidation Resolution").
- The continuance of the Company from Canada to the jurisdiction of the Cayman Islands (the "Continuance Resolution").
A total of 31,484,993 common shares, or 69.03% of the 45,612,383 common shares outstanding, were represented at the shareholders' meeting. The Consolidation Resolution was approved by a favourable vote of 96.93% of the votes cast and by 91.45% of the votes cast, excluding the votes of shareholders defined as "interested parties". The Continuance Resolution was approved by a favourable vote of 92.17% of the votes cast at the shareholders' meeting.
In conjunction with the share consolidation, each shareholder of the Company, other than dissenting shareholders, holding a post-consolidation fractional common share will be entitled to receive a payment for that fractional share calculated on the basis of C$0.13 for each common share held immediately prior to the consolidation. Such payment will be without interest and will be made upon application to the Company's transfer agent, consistent with the instructions included in the Management Information Circular and the related Letter of Transmittal. These documents can be obtained at the Company's web-site, www..newdawnmining.com, and on SEDAR at www.sedar.com.
The Company will notify each shareholder who properly and timely filed a notice of dissent pursuant to section 190 of the Canada Business Corporations Act with respect to the Consolidation Resolution and/or the Continuance Resolution by November 29, 2013. Dissenting shareholders are directed to the information included in the Company's Management Information Circular with respect to this matter.
The Company's common shares will be delisted from the Toronto Stock Exchange effective on the close of trading on Wednesday, November 20, 2013.
The Company currently anticipates that it will effect the share consolidation towards the end of November 2013, and the continuance sometime in December 2013. Following the consolidation, the Company intends to take steps to terminate its reporting obligations to Canadian securities regulators.
The Company will continue to advise shareholders as appropriate.
ABOUT NEW DAWN
New Dawn is a junior gold mining company that is focused on developing its gold mining assets and operations in Zimbabwe. New Dawn owns 100% of the Turk and Angelus, Old Nic and Camperdown Mines. In addition, through its Falcon Gold Zimbabwe Limited subsidiary, New Dawn currently owns 84.7% of the Dalny, Golden Quarry and Venice Mines, and a portfolio of prospective exploration acreage in Zimbabwe. With the exception of the Venice Mine and the Dalny Mine, all of these mines are currently operational, and are geographically divided into three major gold camps.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.
Additional information on New Dawn and the matters discussed herein can be obtained on the Company's web-site at www.newdawnmining.com or in the Company's filings on SEDAR at www.sedar.com.
New Dawn investor relations can be contacted as follows:
Telephone: +1 416.585.7890 x 230
E-mail: investor.relations@newdawnmining.com
Visit New Dawn on the internet: www.newdawnmining.com
Special Note Regarding Forward-Looking Statements: Certain statements included or incorporated by reference in this news release, including information as to the future financial or operating performance of the Company, its subsidiaries and its projects, constitute forward-looking statements. The words "believe," "expect," "anticipate," "contemplate," "target," "plan," "intends," "continue," "budget," "estimate," "may," "schedule" and similar expressions identify forward-looking statements. Forward-looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of gold production and prices, operating costs, results and capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Such factors include, among others, risks relating to reserve and resource estimates, gold prices, exploration, development and operating risks, political and foreign risk, uninsurable risks, competition, limited mining operations, production risks, environmental regulation and liability, government regulation, currency fluctuations, recent losses and write-downs and dependence on key employees. See "Risk Factors" in the Company's Management's Discussion and Analysis - 2012. Due to risks and uncertainties, including the risks and uncertainties identified above, actual events may differ materially from current expectations. Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein. Forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or results or otherwise.