Philex Gold Inc. (TSX VENTURE: PGI) ("PGI" or "Company") announces
that RiskMetrics Group ("RiskMetrics"), a leading independent proxy
advisory firm, has published a report recommending that PGI
shareholders vote in favour of the resolutions approving the
reduction in the Company's stated capital and the previously
announced plan of arrangement (the "Transaction") whereby PGI's
shares will be acquired for US$0.75 per share.
RiskMetrics, in recommending that shareholders vote FOR the
Transaction concluded that: "the offer to the minority shareholders
has been made at a satisfactory premium to the market price. In
view of the large shareholding by the Acquirer, it would be
difficult for minority shareholders to seek alternate avenues to
seek better value for their holdings. Under the circumstances, this
is a satisfactory outcome for the minority shareholders. Approval
of the Arrangement is warranted."
As announced on February 25, 2010, PGI has entered into an
arrangement agreement with Philex Mining Corporation ("PMC") and
Philex Gold Holdings Inc. ("PGHI") whereby PMC would indirectly
acquire, through PGHI, all of the outstanding common shares of PGI
from the existing minority shareholders for US$0.75 per PGI share
by means of a statutory plan of arrangement, which includes a court
approval process. The Company has mailed its management proxy
circular in connection with the special meeting of its shareholders
to be held on April 15, 2010. The Circular is also available online
at www.sedar.com.
In response to the RiskMetrics analysis, Rogelio Laraya, the
President of PGI stated: "We are pleased that RiskMetrics has
recommended that shareholders vote to support the Transaction as it
represents important, independent support of our view that the
Transaction is fair from a financial point of view and deserves the
support of minority shareholders. The all cash offer, representing
a significant premium over the average trading price during the 30
trading days prior to the announcement of the Transaction, provides
certainty of value and liquidity to PGI shareholders."
"In the absence of the Transaction, shareholders face the risk
that PGI will be adversely affected by the continuing challenges it
faces with financing its operations, which financing, if not
obtained, could result in the Company not being able to continue as
a going concern, could result in dilution to its joint venture
interests or could result in the need to seek creditor protection,
among other possibilities," Mr. Laraya concluded.
Reasons to Vote FOR the Transaction
The Transaction has been unanimously approved by the Board of
Directors of the Company, following the unanimous recommendation of
a special committee comprised of independent PGI directors. The
Board recommends that holders of PGI shares vote FOR the Stated
Capital Reduction Resolution and the Arrangement Resolution.
Reasons to submit your vote to support the transaction prior to
the April 13, 2010 proxy vote deadline are as follows:
-- The consideration of US$0.75 (the "Consideration") represents a premium
of approximately 223% over the 30-day volume weight average price at
which PGI shares traded on the TSX Venture Exchange (the "TSXV") prior
to receipt of the proposal from PMC and a premium of approximately 95%
over the price at which the PGI shares traded on the TSXV prior to the
announcement of the Transaction;
-- The Consideration represents a favourable premium over the market price
when compared to comparable transactions;
-- The Consideration represents a fair value for the assets, interests and
operations of PGI, in particular having regard to the risks and
opportunities associated with the Silangan project and was comparable to
the price paid by PMC to Anglo American Exploration (Philippines) BV
("Anglo") in February 2009 to purchase Anglo's joint venture interest
and other rights in the Silangan joint venture;
-- The PGI shares do not trade regularly or in significant volumes on the
TSXV and this illiquidity would make it extremely difficult for PGI
shareholders to sell a significant number of PGI shares at prevailing
market prices, whereas the Transaction provides an opportunity to
minority shareholders to liquidate their holdings at a substantial
premium to market prices;
-- There is very little likelihood that any alternative transaction will
materialize, particularly in light of PGHI's significant shareholding
position in the Company;
-- PGI's assets will require significant time and significant funding to
develop and are subject to the usual risk and uncertainties of mining
exploration;
-- PGI's interest in its principal asset, the Silangan project, will be
reduced to 20% upon delivery by PMC of a bankable feasibility study.
PGI's other exploration projects are largely inactive;
-- PGI has no revenue and significant outstanding debt, including
approximately US$63.4 million owing to PMC and PGHI, the majority of
which matures on January 2, 2011, and PGI does not have readily
available funds to repay such indebtedness;
-- IBK Capital Corp. has provided a fairness opinion, which provided that
subject to the limitations and assumptions outlined therein, the
financial terms and the Consideration to be received by the minority
shareholders pursuant to the Transaction is fair, from a financial point
of view, to the minority shareholders;
-- The Board of Directors of PGI has no basis to believe that PMC will
increase its offer under any circumstances. Shareholders should not
expect any increase in the value of the Consideration whatsoever;
-- If the Stated Capital Reduction Resolution and the Arrangement
Resolution are not approved, and without PMC's continued support, PGI
could become insolvent for the purposes of the Canada Business
Corporations Act and will likely have no alternative but to seek
creditor protection. PGI believes that after satisfaction of creditors'
claims, there would likely be little or no proceeds remaining for
shareholders.
How to Vote
Shareholders are encouraged to submit their vote now, and in any
event, prior to the April 13, 2010 proxy vote deadline.
Shareholders who have questions or require assistance voting their
shares should contact the Company's proxy solicitor, Laurel Hill
Advisory Group, toll-free at 1-877-304-0211.
Further information regarding the transaction is contained in
the Management Proxy Circular has been prepared and mailed to PGI
shareholders in connection with the Meeting. The Circular is also
be available on SEDAR at www.sedar.com. All shareholders are urged
to read the proxy circular as it contains additional important
information concerning the Transaction.
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. Permission to use quotations from the
RiskMetrics report was neither sought nor obtained.
Contacts: Philex Gold Inc. Rogelio G. Laraya President (632)
746-8756 (632) 631-9498 (FAX) rglaraya@yahoo.com
www.philexgold.com
Philex Gold (TSXV:PGI)
Historical Stock Chart
From Dec 2024 to Jan 2025
Philex Gold (TSXV:PGI)
Historical Stock Chart
From Jan 2024 to Jan 2025