Extorre Shareholders Approve Plan of Arrangement
August 15 2012 - 8:21PM
Marketwired
All amounts are expressed in Canadian dollars, unless otherwise
indicated
Extorre Gold Mines Limited (NYSE MKT:XG)(NYSE
Amex:XG)(TSX:XG)(FRANKFURT:E1R) ("Extorre" or the "Company") is
pleased to announce that at the special meeting held today
Extorre's shareholders (the "Shareholders") overwhelmingly approved
the previously announced plan of arrangement (the "Arrangement")
with Yamana Gold Inc. ("Yamana").
The resolution approving the Arrangement was approved by 99.52%
of the votes cast by Shareholders present in person or represented
by proxy at the special meeting. Under the terms of the
Arrangement, on the effective date of the Arrangement each
Shareholder will receive in exchange for each Extorre common share
(an "Extorre Share") held, $3.50 in cash and 0.0467 of a common
share of Yamana (a "Yamana Share"). Each holder of an Extorre stock
option (an "Option") shall be entitled to receive, upon the
exercise of such Options, Yamana Shares based upon a share exchange
ratio of 0.2648 of a Yamana Share for each Extorre Share which
would have been issuable upon exercise of such Options prior to the
effective date of the Arrangement.
The Arrangement remains subject to, among other things, the
final approval of the Supreme Court of British Columbia. The
hearing for the final court order to approve the Arrangement is
scheduled to take place on August 21, 2012, with the effective date
of the Arrangement expected to occur on or about August 22,
2012.
Further details regarding the terms of the Arrangement are set
out in the management information circular of Extorre dated July
13, 2012 (the "Circular") which is available at www.sedar.com. Full
details of the merger of Extorre and Yamana are disclosed in the
June 18, 2012 press release also available on SEDAR.
About Extorre
Extorre is a junior mining company with exploration and
development stage precious metals projects in Argentina, the most
advanced of which is its Cerro Moro project in the province of
Santa Cruz. Extorre Shares are listed on the TSX and NYSE Amex
Exchanges under the symbol XG. You are invited to visit the
Extorre's website at www.extorre.com.
About Yamana
Yamana is a Canadian-based gold producer with significant gold
production, gold development stage properties, exploration
properties, and land positions in Brazil, Argentina, Chile, Mexico
and Colombia. Yamana plans to continue to build on this base
through existing operating mine expansions, throughput increases,
development of new mines, the advancement of its exploration
properties and by targeting other gold consolidation opportunities
with a primary focus in the Americas.
EXTORRE GOLD MINES LIMITED
Mr. Yale Simpson, Co-Chairman
Safe Harbour Statement - This news release contains
"forward-looking information" and "forward-looking statements"
(together, the "forward-looking statements") within the meaning of
applicable securities laws and the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
made as of the date of this news release. Readers are cautioned not
to place undue reliance on forward-looking statements, as there can
be no assurance that the future circumstances, outcomes or results
anticipated in or implied by such forward-looking statements will
occur or that plans, intentions or expectations upon which the
forward-looking statements are based will occur. While we have
based these forward-looking statements on our expectations about
future events as at the date that such statements were prepared,
the statements are not a guarantee that such future events will
occur and are subject to risks, uncertainties, assumptions and
other factors which could cause events or outcomes to differ
materially from those expressed or implied by such forward-looking
statements.
Such factors and assumptions include, among others, the effects
of general economic conditions, the price of gold and silver,
changing foreign exchange rates and actions by government
authorities, uncertainties associated with legal proceedings and
negotiations and misjudgements in the course of preparing
forward-looking statements. In addition, there are known and
unknown risk factors which could cause our actual results,
performance or achievements to differ materially from any future
results, performance or achievements expressed or implied by the
forward-looking statements. Known risk factors include risks
associated with project development; the need for additional
financing; operational risks associated with mining and mineral
processing; fluctuations in metal prices; title matters;
uncertainties and risks related to carrying on business in foreign
countries; environmental liability claims and insurance; reliance
on key personnel; the potential for conflicts of interest among
certain of our officers, directors or promoters of with certain
other projects; the absence of dividends; currency fluctuations;
competition; dilution; the volatility of the price of Extorre
Shares and volume traded; tax consequences to U.S. investors; and
other risks and uncertainties, including those relating to the
Cerro Moro project and general risks associated with the mineral
exploration and development industry described in the Company's
Amended Annual Information Form for the fiscal period ended
December 31, 2011, dated March 30, 2012 filed with the Canadian
Securities Administrators and available under the Company's profile
on SEDAR at www.sedar.com. Although we have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
We are under no obligation to update or alter any forward-looking
statements except as required under applicable securities laws.
Cautionary Note to United States Investors - The information
contained herein and incorporated by reference herein has been
prepared in accordance with the requirements of Canadian securities
laws, which differ from the requirements of United States
securities laws. In particular, the term "resource" does not equate
to the term "reserve". The Securities Exchange Commission's (the
"SEC") disclosure standards normally do not permit the inclusion of
information concerning "measured mineral resources", "indicated
mineral resources" or "inferred mineral resources" or other
descriptions of the amount of mineralization in mineral deposits
that do not constitute "reserves" by SEC standards, unless such
information is required to be disclosed by the law of the Company's
jurisdiction of incorporation or of a jurisdiction in which its
securities are traded. U.S. investors should also understand that
"inferred mineral resources" have a great amount of uncertainty as
to their existence and great uncertainty as to their economic and
legal feasibility. Disclosure of "contained ounces" is permitted
disclosure under Canadian regulations; however, the SEC normally
only permits issuers to report mineralization that does not
constitute "reserves" by SEC standards as in place tonnage and
grade without reference to unit measures.
NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX) ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Contacts: Extorre Gold Mines Limited Rob Grey VP Corporate
Communications 604.681.9512 or Toll-free: 1.888.688.9512
604.688.9532 (FAX) Extorre Gold Mines Limited Suite 1660, 999 West
Hastings St. Vancouver, BC Canada V6C 2W2extorre@extorre.com
www.extorre.com
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