Skygold and Wildrose Sign Arrangement Agreement
March 07 2008 - 8:30AM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: SKV) and Wildrose
Resources Ltd. ("Wildrose") (TSX VENTURE: WRS) announced today that
they have signed a definitive Arrangement Agreement providing for a
Plan of Arrangement under the British Columbia Business
Corporations Act (the "Arrangement") to implement the proposed
merger originally announced on December 5, 2007. Pursuant to the
Arrangement, Skygold will acquire all of the issued and outstanding
shares of Wildrose in exchange for common shares of Skygold. It is
expected the Arrangement will close in May 2008. Following closing
of the Arrangement, Skygold will own or control a 100% interest in
the Spanish Mountain Project in central British Columbia.
Pursuant to the Arrangement, Wildrose shareholders will receive
0.82 of a common share of Skygold for each common share they hold
of Wildrose. Based on the currently outstanding shares, an
aggregate of approximately 19,145,833 common shares of Skygold will
be issued in exchange for all issued and outstanding Wildrose
common shares, such that former Wildrose shareholders will hold
approximately 28.9% of the then outstanding common shares of
Skygold. Outstanding warrants and stock options of Wildrose will be
assumed by Skygold on the basis that each warrant or option of
Wildrose will entitle the holder to acquire upon exercise, in lieu
of shares of Wildrose, the same number of Skygold shares that the
holder would have been entitled to acquire had the warrant or
option, as the case may be, been exercised prior to the completion
of the Arrangement. In connection with the Arrangement, Wildrose
will be entitled to appoint one representative to the board of
directors of Skygold.
Each of Skygold and Wildrose will hold shareholder meetings,
which are currently anticipated to be held in May 2008, to consider
the Arrangement and certain related matters. Each of William
Morton, Glenn Garrett and Donald Sharp have agreed to vote their
shares of Wildrose (which total 3,859,601 shares of Wildrose,
representing approximately 16.5% of the currently outstanding
shares of Wildrose) in favour of the Arrangement. Completion of the
Arrangement is conditional upon, among other things, the approval
of the majority of votes cast by Skygold shareholders and at least
75% of the votes cast by shareholders of Wildrose, approval of the
Supreme Court of British Columbia and the TSX Venture Exchange.
There can be no assurance that the Arrangement will be completed as
proposed or at all.
The Spanish Mountain Joint Venture
Skygold obtained and exercised an option from Wildrose to earn a
70% interest in the Spanish Mountain Joint Venture and became
operator of the venture. Wildrose retained a 30% interest in the
Spanish Mountain Joint Venture. Each party is responsible for all
expenses and liabilities of the mining operations in proportion to
their respective interests.
Skygold Ventures Ltd.
Skygold is a Vancouver-based resource company with a 70%
participating interest in the Spanish Mountain Joint Venture, and a
100% interest in 816 mineral claims in the Cariboo Mining District,
which are located 200 miles northwest of the location of operations
of the Spanish Mountain Joint Venture in British Columbia. Its
common shares trade on the TSX Venture Exchange under the symbol
SKV.
Wildrose Resources Ltd.
Wildrose is a Vancouver-based resource company with 30%
participating interest in the Spanish Mountain Joint Venture. Its
common shares trade on the TSX Venture Exchange under the symbol
WRS.
Forward-Looking Information
This release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, that address events or
developments that Skygold Ventures Ltd. and/or Wildrose Resources
Ltd. (the "Companies") 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", "plans", "anticipates", "believes", "intends",
"estimates", "projects", "potential" and similar expressions, or
that events or conditions "will", "would", "may", "could" or
"should" occur. In this news release, predictions about the various
steps to the Plan of Arrangement being completed, including but not
limited to the Plan of Arrangement being approved by the
shareholders of Skygold and Wildrose and by the Supreme Court of
British Columbia, the TSX Venture Exchange and other regulatory
bodies as required, and that the other conditions in the
Arrangement Agreement will be satisfied, are forward-looking
statements. Although the Companies believe the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in the forward-looking statements. Factors that could cause
the actual results to differ materially from those in
forward-looking statements include the conditions of the
Arrangement Agreement not being satisfied. Investors are cautioned
that any such statements are not guarantees of future performance
and actual results or developments may differ materially from those
projected in the forward-looking statements. Forward-looking
statements are based on the beliefs, estimates and opinions of
management of each of the Companies on the date the statements are
made. Neither Skygold nor Wildrose undertakes to update these
forward-looking statements in the event that its management's
beliefs, estimates or opinions, or other factors, should
change.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Contacts: Skygold Ventures Ltd. Brian Groves President and CEO
(604) 484-6317 Website: www.skygold.ca B & D Capital Partners
Brad Aelicks (604) 685-6465 Wildrose Resources Ltd. J. W. Morton
President (604) 681-7913 Wildrose Resources Ltd. Paul Way (604)
681-7913
Woodrose Corporation (TSXV:WRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Woodrose Corporation (TSXV:WRS)
Historical Stock Chart
From Jul 2023 to Jul 2024