HALIFAX , July 29, 2013 /CNW/ - Acadian Mining Corporation (the "Company" or "Acadian") (ADA.V) and LionGold Corp. Ltd. ("LionGold") (Singapore:LIGO) today jointly announced that they have entered into a definitive agreement (the "Arrangement Agreement") pursuant to which LionGold has agreed to acquire all of the issued and outstanding common shares of Acadian ("Acadian Shares") (other than the Acadian Shares it currently owns) by way of a statutory Plan of Arrangement (the "Arrangement") under the Canada Business Corporations Act.
Under the Arrangement, shareholders of Acadian will receive C$0.12 in cash for each common share of Acadian, representing a premium of approximately 21% to the 20-day volume weighted average price of the Acadian Shares on the TSX Venture Exchange as of July 26, 2013 . The total consideration payable to Acadian shareholders is approximately C$6.98 million. All options of the Company outstanding as at July 22, 2013 were out-of-the-money and were surrendered by the optionholders. The Arrangement also provides for the payment by LionGold of the C$420,000 aggregate principal amount convertible unsecured debenture with accrued interest issued by the Company in favour of Golden River Resources Corporation on June 6, 2012 , unless such convertible debenture is converted prior to the effective time of the Arrangement, in which case consideration will be received by the holder thereof as a shareholder of the Company, and total consideration payable to Acadian shareholders would accordingly be approximately C$7.40 million.
The Company's Board of Directors, after consultation with the Company's financial and legal advisors, and based on the recommendation of a special committee of the Company's Board of Directors, has unanimously determined that the Arrangement is fair to Acadian's shareholders, other than LionGold, and will recommend that Acadian's shareholders vote in favour of the Arrangement. Paradigm Capital Inc., acting as financial advisor to the Company and its Board of Directors, has provided an opinion that, based upon and subject to the assumptions, limitations, and qualifications in such opinion, the consideration to be received by Acadian's shareholders is fair, from a financial point of view, to Acadian shareholders, other than LionGold.
The Arrangement Agreement is subject to customary representations, warranties and covenants of each of Acadian and LionGold. In addition, Acadian has agreed that it will not solicit or initiate discussions concerning the pursuit of any other acquisition proposals except in respect of unsolicited proposals that the Acadian Board of Directors in good faith determines could reasonably be expected to result in a superior proposal. In the event of a superior proposal, LionGold has the right to either match such superior proposal or receive a termination fee in the amount of C$300,000. In the event LionGold fails to pay the acquisition consideration to Acadian shareholders, LionGold shall be required to pay a fee in the amount of C$300,000 to the Company.
The terms and conditions of the Arrangement will be summarized in the Company's management information circular which will be filed and mailed to Acadian's shareholders in September 2013 . Shareholders will be asked to approve the Arrangement at a meeting expected to be held in October 2013 .
The Arrangement will be subject, among other things, to the approval of at least 66 2/3% of the votes cast by Acadian shareholders on the basis of one vote per Acadian Share. The Arrangement will also be subject to the approval of the TSX Venture Exchange ("TSXV") and the Supreme Court of Nova Scotia. In addition, the Arrangement will be subject to certain customary conditions and relevant regulatory approvals. The transaction is expected to close by mid-October 2013.
In conjunction and concurrently with the Arrangement Agreement, LionGold and Acadian have entered into an unsecured convertible loan agreement pursuant to which LionGold has agreed to provide Acadian with non-revolving term loans in the aggregate principal amount of up to C$600,000, the proceeds of which are to be used for purposes of working capital and for paying various transaction fees and expenses to be incurred by Acadian in connection with the Arrangement. The indebtedness under the convertible loan agreement is in addition to the C$200,000 principal amount of previous advances made by LionGold to Acadian for general working capital purposes and is convertible at the option of Acadian into common shares of Acadian, but subject to the approval of the TSXV, (i) any time after the termination of the Arrangement Agreement, at a price per share equal to the greater of the last closing price of the common shares of Acadian on the TSXV immediately preceding the conversion date and the minimum price permitted by the TSXV or (ii) in the event LionGold fails to pay the acquisition consideration to Acadian shareholders or the approval of at least 66 2/3% of the votes cast by Acadian shareholders is not obtained and no termination fee is payable to LionGold, five (5) business days following the termination of the Arrangement Agreement, at a price per share equal to C$0.12.
LionGold currently owns 6,000,000 Acadian Shares, which represents, assuming conversion of the convertible debenture issued to Golden River Resources Corporation, approximately 8.81% of the issued and outstanding Acadian Shares on a fully diluted basis. Following completion of the Arrangement, LionGold will own all of the issued and outstanding Acadian Shares.
Advisors and Legal Counsel
Paradigm Capital Inc. is acting as financial advisor to the Board of Directors of the Company and McInnes Cooper is acting as legal counsel to the Company and its Board of Directors. The Montreal and the Hong Kong offices of Norton Rose Fulbright are acting as legal counsel to LionGold.
Acadian is a Halifax , Nova Scotia, based company with several gold projects located in Atlantic Canada . The Company also owns barite properties on Cape Breton Island, Nova Scotia. Acadian's primary focus is centered on exploration and development of its two core gold deposits, namely the Fifteen Mile Stream and Beaver Dam Projects.
For additional information on Acadian's properties and activities, please visit its web site at: www.acadianmining.com.
About LionGold Corp Ltd
LionGold Corp Ltd is Singapore's first Main Board listed gold company. LionGold has rapidly established itself in the global gold mining industry. Since March 2012 , interests in seven gold exploration and mining companies have been acquired, two of which are in production. Primary concessions are currently in Australia , Ghana and Bolivia . Future expansion will be achieved through further acquisitions and organic growth. For more information visit: www.liongoldcorp.com.
Certain information contained in this news release, including any information relating to the proposed transaction (the "Transaction") and Acadian's future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Acadian's expectations regarding the Transaction, and the future growth, results of operations, business prospects and opportunities of Acadian and the combined company. These forward-looking statements also reflect Acadian's current internal projections, expectations or beliefs and are based on information currently available to Acadian, respectively. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward looking information regarding completion of the Transaction is based include that Acadian will be able to satisfy the conditions to the Transaction, that the required approvals will be obtained from the shareholders of Acadian, that all third party regulatory and governmental approvals to the Transaction will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Although Acadian believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Acadian cautions that actual performance will be affected by a number of factors, many of which are beyond Acadian's control, and that future events and results may vary substantially from what Acadian currently foresees. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Acadian expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws. Discussion of the various factors that may affect future results is contained in Acadian's Annual Information Form dated March 29, 2012, which is available at www.SEDAR.com. Acadian's forward looking statements are expressly qualified in their entirety by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Acadian Mining Corporation
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