New Dawn finalises Falgold takeover

HARARE - Zimbabwe-focused junior gold miner, New Dawn Mining (New Dawn) this week received approval from Falcon Gold (Falgold) minority shareholders to acquire all their outstanding shares as part of its restructuring.
 
“Pursuant to a circular provided to Falgold shareholders, the miner proposed a scheme of arrangement whereby all of the ordinary shares of Falgold not otherwise owned or controlled by New Dawn would be acquired by New Dawn, either for cash or newly issued common shares of New Dawn,” the company said.

According to New Dawn, Falgold shareholders voted unanimously to approve the scheme which will bind all Falgold minority shareholders, subject to sanctioning by the High Court of Zimbabwe.

“A hearing will be held in the High Court of Zimbabwe on October 3, 2012 to consider sanctioning of the Scheme,” New Dawn said.

The Toronto Stock Exchange-listed company carried out a similar process between 2010 and 2011, when it bought out non-controlling shareholders of its subsidiary, Central African Gold (Cag).

As of February this year, New Dawn had increased its interest in Cag to approximately 95,2 percent up from 89,9 percent in December 2010 and 88,7 percent previously.

“There are approximately 17 049 000 Falgold ordinary shares held by Falgold minority shareholders. Under the scheme, all of those Falgold ordinary shares would be acquired by New Dawn, in exchange for either one New Dawn common share for every five Falgold shares, or $0,20 for every one Falgold share,” the circular read.

“In the event that a Falgold shareholder does not make an election regarding the form of consideration that they wish to receive, they will be paid cash for their shares.”

New Dawn said upon conclusion of the scheme, Falgold will become a wholly-owned subsidiary of New Dawn.

“The Zimbabwe Stock Exchange (ZSE) has, subject to the fulfilment of the various conditions precedent to the conclusion of the scheme, granted approval for the termination of the listing of Falgold shares on the bourse,” the company said.

“Following the successful conclusion of the scheme and the delisting of the ordinary shares of Falgold from the ZSE, the ZSE has granted approval for the listing of the common shares of New Dawn on the ZSE.”

New Dawn said its common shares will continue to trade on the Toronto Stock Exchange despite its listing on the ZSE.

“The scheme is conditional upon according to the company, and will not become effective until the satisfaction of various conditions precedent, including the issuance of an Order of the High Court of Zimbabwe sanctioning the Scheme, the receipt of necessary regulatory approvals in Canada and Zimbabwe including, but not limited to acceptance by the Toronto Stock Exchange and exchange control approval by the Reserve Bank of Zimbabwe (RBZ) and approval of the transaction by the board of directors of New Dawn during which time the shares of Falgold will continue to trade on the ZSE.”

The company said its management would continue efforts to arrange suitable funding on acceptable terms for the cash portion that may be paid to the Falgold minority shareholders under the scheme.

“The company will continue to advise New Dawn shareholders as to the status of this matter as significant developments occur,” the miner said.

New Dawn owns 100 percent of the Turk and Angelus Mine, the Old Nic Mine and the Camperdown Mine.

In addition, through its Falgold subsidiary, New Dawn currently owns approximately 85 percent of the Dalny Mine, the Golden Quarry Mine and the Venice Mine (currently not in operation), and a portfolio of prospective exploration acreage in Zimbabwe.

These six mines, five of which are currently operational, are divided into three significant gold camps and in addition to gold production.

New Dawn is also actively exploring in the country. - John Kachembere

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