Philex Gold Completes Plan of Arrangement
April 27 2010 - 12:15PM
Marketwired
Philex Gold Inc. (TSX VENTURE: PGI) ("PGI" or "Company") announces
today the closing of the previously announced plan of arrangement
(the "Arrangement"), pursuant to which Philex Mining Corporation
("PMC"), through its wholly-owned subsidiary, Philex Gold Holdings
Inc. ("PGHI") acquired all of the outstanding common shares of PGI
not already held by PGHI for US$0.75 for each common share of PGI.
The Arrangement was carried out pursuant to the provisions of
the Canada Business Corporations Act and was approved by the
Ontario Superior Court of Justice on April 23, 2010 and the
affirmative votes of the PGI shareholders at a meeting held on
April 15, 2010.
The PGI common shares are expected to be de-listed from the TSX
Venture Exchange at the close of business on or around Friday,
April 30, 2010.
Registered holders of PGI common shares are reminded that, in
order to receive the consideration to which they are entitled
pursuant to the Arrangement, they should promptly complete and
execute the letter of transmittal delivered to them with their
shareholder meeting materials and which is also available online at
www.sedar.com, and present and surrender the certificate(s)
representing their PGI common shares in accordance with the letter
of transmittal to Computershare Investor Services Inc., the
depositary for the Arrangement, at the address indicated on the
letter of transmittal. Failure to present and surrender the
certificate(s) representing such PGI common shares on or before the
second anniversary of closing will result in the termination of any
entitlement of the holder of such common shares to receive the
consideration otherwise payable to such holder under the
Arrangement.
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. 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. Renato N. Migrino Chief Financial
Officer (632) 746-8756 (632) 631-9498 (FAX) www.philexgold.com
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