TSX: GEA TORONTO, Sept. 16 /CNW/ - Gold Eagle Mines Ltd. ("Gold Eagle") (TSX:GEA). - Over 96% of Gold Eagle shareholders voting at the special meeting approve acquisition by Goldcorp - Gold Eagle extends the election deadline to September 22, 2008 allowing shareholders to elect Cash Consideration, Share Consideration or a combination thereof - Gold Eagle's Board of Directors recommends that those shareholders who have not yet made an election and tendered their letters of transmittal do so by September 22, 2008
Gold Eagle announces that at a special meeting held on September 15, 2008, over 96% of the Gold Eagle shareholders present in person or by proxy at the meeting voted in favour of a special resolution approving the acquisition of Gold Eagle by Goldcorp Inc. ("Goldcorp"), pursuant to a plan of arrangement (the "Plan") under the Business Corporations Act (Ontario).
In addition, Gold Eagle announces that it is extending the election date by which Gold Eagle shareholders can submit letters of transmittal and election forms ("Letters of Transmittal") from 3:00 p.m. (Toronto time) on September 11, 2008 to 4:30 p.m. (Toronto time) on September 22, 2008 (the "Extended Election Deadline"). This extension allows additional time for all Gold Eagle shareholders to elect the form of consideration to be provided to them pursuant to the Plan. Gold Eagle shareholders are entitled to elect either the Cash Consideration, consisting of $13.60 per Gold Eagle Share, the Share Consideration, consisting of 0.292 of a Goldcorp share and $0.0001 in cash, or any combination thereof consisting of any combination of the Cash Consideration and the Share Consideration, subject to pro-ration as discussed below, all as described in Gold Eagle's management information circular dated August 15, 2008 (the "Circular") and as set out in the Letter of Transmittal. The initial election date has been extended following numerous inquiries received by Gold Eagle from Gold Eagle shareholders.
The Extended Election Deadline provides Gold Eagle shareholders who have not made an election and tendered their Letters of Transmittal a further opportunity to do so. In the event that a Gold Eagle shareholder does not make an election by the Extended Election Deadline, such shareholder will be deemed to have elected to receive the Cash Consideration for 50% of his or her Gold Eagle shares and the Share Consideration for the remaining 50% of his or her Gold Eagle shares, subject to pro-ration as discussed below. Gold Eagle shareholders who have already elected and who wish to change their election may do so by submitting a new Letter of Transmittal and revoking their previous election, prior to the Extended Election Deadline.
Under the Arrangement, there is a maximum aggregate amount of cash to be paid to holders of Gold Eagle shares and a maximum aggregate number of Goldcorp shares that may be issued to holders of Gold Eagle shares. If Gold Eagle shareholders elect, in the aggregate, to receive more cash or more shares than the maximum cash and/or the maximum shares, the entitlement of each shareholder to cash and/or Goldcorp shares will be pro-rated. The cash portion of the consideration and the number of Goldcorp shares received by each Gold Eagle shareholder may therefore be subject to variation, regardless of the election or deemed election made by such shareholder. In particular, a shareholder may receive less cash and more Goldcorp shares than such shareholder elected, or was deemed to have elected, to receive or vice versa, as a consequence of this pro-rating. Shareholders are encouraged to review the disclosure provided in the Circular which accompanied their Letter of Transmittal concerning the calculation of the maximum cash available, the maximum number of Goldcorp shares to be issued and the pro-rationing procedure.
The Plan remains subject to the approval of the Ontario Superior Court of Justice. Application to the Court for the Final Order approving the Plan will be made on Wednesday, September 17, 2008. Closing of the transaction is anticipated to occur on or about September 26, 2008.
Cautionary Note Regarding Forward-Looking Statements
Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to those with respect to the completion of the proposed arrangement with Goldcorp, the price of gold, silver, copper, zinc and lead, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Gold Eagle to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions, risks related to international operations, risks related to joint venture operations, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, silver and copper, zinc and lead as well as those factors discussed in the section entitled "Narrative Description of the Business - Risk Factors" in Gold Eagle's Annual Information Form on file with the securities regulatory authorities in Canada. Although Gold Eagle has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking statements.