Goldstone Shareholders Approve Acquisition by Premier Gold
August 08 2011 - 11:13AM
Marketwired Canada
PREMIER GOLD MINES LIMITED (TSX:PG) and GOLDSTONE RESOURCES INC. (TSX:GRC)(PINK
SHEETS:GRSZF) are pleased to announce that the previously announced acquisition
of Goldstone by Premier pursuant to a plan of arrangement (the "Arrangement")
was overwhelmingly approved at the annual and special meeting of Goldstone
shareholders held today. The Arrangement will result in Premier acquiring all of
the issued and outstanding shares of Goldstone.
Under the terms of the Arrangement, each Goldstone shareholder will receive 0.16
of one Premier common share and a nominal cash payment of $0.0001 for each
Goldstone share held. In order to receive the consideration, Goldstone
shareholders should follow the instructions that are set out in Goldstone's
Management Information Circular dated June 30, 2011, available at www.sedar.com
under Goldstone's SEDAR profile. Goldstone's optionholders will receive
replacement Premier options, and Goldstone warrants will remain outstanding in
accordance with their terms.
Goldstone is seeking a final order of the Ontario Superior Court of Justice
(Commercial List), which is expected to be granted on August 12, 2011. Once the
final order is received, the Arrangement is expected to be completed on or about
August 16, 2011.
About Premier
Premier Gold Mines Limited is a well financed Canadian-based mineral exploration
and development company with several projects and deposits in Northwestern
Ontario, Nevada and Mexico. Two projects, located in the Red Lake gold mining
camp, are operated through joint ventures with Red lake Gold Mines a partnership
between Goldcorp Inc. and Goldcorp Canada Ltd. Premier also owns strategic
projects located in the heart of the Carlin Trend, Nevada, along strike from
Goldcorp's Musselwhite Gold Mine in Ontario and is rapidly advancing the
Hardrock Project located along the Trans-Canada highway in the town of
Geraldton, Ontario.
About Goldstone
Goldstone Resources Inc. is a gold exploration and development company operating
in the historically significant Geraldton-Beardmore camp of Northwestern Ontario
and focused on gold exploration and deposit delineation at its Key Lake,
Brookbank, Northern Empire and Leitch-Sand River gold properties, and as a
partner in the Hardrock Project joint venture with Premier. Goldstone's
100%-owned NI 43-101 compliant resources at Brookbank total 424,000 indicated
ounces of gold uncut and 276,600 inferred ounces of gold uncut, using a cutoff
grade of 3.4 g/t Au. The Geraldton-Beardmore camp is host to several past
producers in a district that has historical production of more than 4.1 million
ounces of gold from high grade ore - and to Goldstone's fully permitted,
expandable 200-TPD Northern Empire mill.
Further information is available on Premier's website at
www.premiergoldmines.com and on SEDAR under Premier's profile at www.sedar.com.
Further information is available on Goldstone's website at
www.goldstoneresourcesinc.com and on SEDAR under Goldstone's profile at
www.sedar.com.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release may be deemed "forward
looking". All statements in this news release, other than statements of
historical fact, that address events or developments that Premier/Goldstone
expects to occur, are "forward-looking statements". Forward-looking statements
are statements that are not historical facts and are generally, but not always,
identified by the words "expects", "does not expect", "plans", "anticipates",
"does not anticipate", "believes", "intends", "estimates", "projects",
"potential", "scheduled", "forecast", "budget" and similar expressions, or that
events or conditions "will", "would", "may", "could", "should" or "might" occur.
All such forward-looking statements are based on the opinions and estimates of
the relevant management as of the date such statements are made and are subject
to important risk factors and uncertainties, many of which are beyond
Premier/Goldstone's ability to control or predict. Forward-looking statements
are necessarily based on estimates and assumptions (including that the
Arrangement will be completed successfully) that are inherently subject to known
and unknown risks, uncertainties and other factors that may cause actual
results, level of activity, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements,
including regulatory and court approval of the Arrangement. Forward-looking
statements are not guarantees of future performance, and actual results and
future events could materially differ from those anticipated in such statements.
All of the forward-looking statements contained in this news release are
qualified by these cautionary statements. Premier/Goldstone expressly disclaim
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise, except in
accordance with applicable securities laws.
Shares Issued
Premier Gold Mines Limited: 104,830,658
Goldstone Resources Inc: 104,814,605
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