PMC Prescient Mining Corp

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.

Prescient Mining Corp (TSXV:PMC)
Historical Stock Chart
From Oct 2024 to Nov 2024

Prescient Mining Corp (TSXV:PMC)
Historical Stock Chart
From Nov 2023 to Nov 2024