Philex Gold Receives Interim Order for Transaction With Philex Mining Corporation
March 16 2010 - 7:05PM
Marketwired
Philex Gold Inc. (TSX VENTURE: PGI) ("PGI" or "Company") announced
today that it has obtained an interim order from the Ontario
Superior Court of Justice (Commercial List) with respect to the
Company's previously announced Plan of Arrangement with Philex
Mining Corporation ("PMC") and PMC's wholly-owned subsidiary,
Philex Gold Holdings Inc. ("PGHI") (see press release dated
February 25, 2010).
Pursuant to the Plan of Arrangement, PMC would indirectly
acquire, through PGHI, all of the outstanding common shares of PGI
from the existing minority shareholders for US$0.75 per share (the
"Transaction"). Following completion of the Transaction, PGI will
be a wholly-owned subsidiary of PGHI.
The interim order, among other things, authorizes PGI to call
and hold a special meeting of PGI's shareholders to consider the
Plan of Arrangement with PMC and PGHI. In accordance with the
interim order, the special meeting of shareholders will be held in
Toronto on April 15, 2010, with a record date at the close of
business on March 11, 2010.
In connection with the special meeting, the Company expects to
mail a detailed management proxy circular (the "Circular") to PGI's
shareholders in the near future. The Circular will include the
unanimous recommendation of PGI's board of directors that
shareholders vote for the Plan of Arrangement, as well as a
fairness opinion of IBK Capital Corp., PGI's financial advisor.
The Company would also like to announce that in connection with
the sale of his equity interest in PMC, Walter W. Brown has
resigned as Chief Executive Officer and Chairman of the
Company.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within
the meaning of applicable securities laws. Forward-looking
information includes, but is not limited to, information concerning
the proposed transaction involving PGI, PGHI and PMC and matters
relating thereto. 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 statements that certain actions, events or results
"may", "could", "would", "might", or "will be taken", "occur", or
"be achieved". Forward-looking information is based on the opinions
and estimates of management at the date the information is made,
and is based on a number of assumptions and subject to a variety of
risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking information. Assumptions upon which such
forward-looking information is based include, without limitation,
that the shareholders of PGI will approve the Transaction, that all
required third party, court, regulatory and governmental approvals
to the Transaction will be obtained and all other conditions to
completion of the Transaction will be satisfied or waived. Many of
these assumptions are based on factors and events that are not
within the control of PGI, PGHI and PMC and there is no assurance
they will prove to be correct.
Factors that could cause actual results to vary materially from
results anticipated by such forward-looking information include,
among others, risks related to international operations; risks
related to joint venture operations; actual results of current
exploration activities; changes in project parameters as plans
continue to be refined, future prices of resources; possible
variations in reserves, grade or recovery rates, accidents, labour
disputes and other risks of the mining industry; and delays in
obtaining governmental approvals or financing or in the completion
of development or construction activities as well as those risk
factors discussed in the management discussion and analysis for the
year ended December 31, 2008 for PGI available at www.sedar.com.
Although PGI has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward-looking information, there may be other
factors that cause actions, events or results not to be
anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. PGI undertakes no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Philex Gold Inc. Rogelio G. Laraya President (632)
746-8756 (632) 631-9498 (FAX) rglaraya@yahoo.com
www.philexgold.com
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