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25.01.2012
PANTERRA GOLD LIMITED AND NOVUS GOLD CORP. EXECUTE DEFINITIVE AGREEMENT
PANTERRA GOLD LIMITED AND NOVUS GOLD CORP. EXECUTE DEFINITIVE AGREEMENT
January 23, 2012 - Novus Gold Corp. (TSX-V:NOV, “Novus”) is pleased to announce that it and Australian-listed PanTerra Gold Limited (ASX:PGI, “PanTerra”) have executed a definitive arrangement agreement (the “Agreement”) to complete the previously announced transaction pursuant to which PanTerra will acquire all of the issued and outstanding securities of Novus (the “Arrangement”). For details of the proposed Arrangement, please see Novus’s news release dated January 5, 2012 which is filed on SEDAR at www.sedar.com.
The execution of the Agreement clears the way for Novus securityholders to vote on and approve the merger at a special meeting of securityholders to be held on or about February 27, 2012, with the closing of the Arrangement occurring shortly thereafter. The completion of the proposed merger is anticipated to be implemented in early March, 2012. Completion of the Arrangement remains subject to a number of conditions including, but not limited to, receipt of all regulatory, court and shareholder approvals.
About PanTerra
PanTerra is an Australian based emerging gold producer involved in the development of gold and silver properties, with its emphasis on projects in Latin America.
Since listing on the Australian Stock Exchange in early 2006, PanTerra has identified a number of gold and silver prospects in the Dominican Republic, Ecuador, and Peru, with near term development potential. Current activities are focused on the construction of the Las Lagunas Gold Tailings Project in the Dominican Republic, which is expected to commence production of gold and silver in Q2 2012.
PanTerra has also formalized an option agreement to purchase a 2,200 hectare concession in the Azuay Region of southern Ecuador covering seven small scale underground gold mining operations production from which is expected to be expanded in 2012-13.
In addition to its current projects, PanTerra Gold has an interest in over 30,000 hectares of prospective concessions in the Dominican Republic and Ecuador.
PanTerra has an experienced management team in place, led by its Executive Chairman, Brian Johnson, the founder and former Managing Director of Mount Gibson Iron Limited and Portman Mining Limited, and expects to recruit additional senior executives as it moves its operational headquarters to Canada.
For further information visit Novus’s website at www.novusgold.com or contact Gunther Roehlig, Director, at 1-604-683-0911.
On behalf of the board of directors of
NOVUS GOLD CORP.
“Mike Magrum”
Mike Magrum, President & CEO
Neither the 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 news release.
None of the securities anticipated to be issued under the Transaction have been or will be registered under the Securities Act of 1933, as amended, or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful.
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, including information relating to PanTerra or Novus’s future financial or operating performance may be deemed “forward looking”. All statements in this news release, other than statements of historical fact, that address events or developments that PanTerra or Novus 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”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond PanTerra or Novus’s ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions (including that the Transaction will be completed successfully on the terms agreed upon by the parties and that the business of Novus will be integrated successfully into the PanTerra organization) that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of PanTerra and Novus, these facts include their anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if a mineral property is developed. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in PanTerra’s ability to obtain funding; gold price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect PanTerra or Novus’s forward-looking information. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information. PanTerra and Novus’s forward-looking information is based on the reasonable beliefs, expectations and opinions of their respective management on the date the statements are made and neither PanTerra nor Novus assumes any obligation to update forward-looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with respect to Novus, please refer to Novus’s audited financial statements and MD&A for the year ended May 31, 2011 and its unaudited financial statements and MD&A for the three months ended August 31, 2011, all of which are filed on SEDAR at www.sedar.com.
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January 23, 2012 - Novus Gold Corp. (TSX-V:NOV, “Novus”) is pleased to announce that it and Australian-listed PanTerra Gold Limited (ASX:PGI, “PanTerra”) have executed a definitive arrangement agreement (the “Agreement”) to complete the previously announced transaction pursuant to which PanTerra will acquire all of the issued and outstanding securities of Novus (the “Arrangement”). For details of the proposed Arrangement, please see Novus’s news release dated January 5, 2012 which is filed on SEDAR at www.sedar.com.
The execution of the Agreement clears the way for Novus securityholders to vote on and approve the merger at a special meeting of securityholders to be held on or about February 27, 2012, with the closing of the Arrangement occurring shortly thereafter. The completion of the proposed merger is anticipated to be implemented in early March, 2012. Completion of the Arrangement remains subject to a number of conditions including, but not limited to, receipt of all regulatory, court and shareholder approvals.
About PanTerra
PanTerra is an Australian based emerging gold producer involved in the development of gold and silver properties, with its emphasis on projects in Latin America.
Since listing on the Australian Stock Exchange in early 2006, PanTerra has identified a number of gold and silver prospects in the Dominican Republic, Ecuador, and Peru, with near term development potential. Current activities are focused on the construction of the Las Lagunas Gold Tailings Project in the Dominican Republic, which is expected to commence production of gold and silver in Q2 2012.
PanTerra has also formalized an option agreement to purchase a 2,200 hectare concession in the Azuay Region of southern Ecuador covering seven small scale underground gold mining operations production from which is expected to be expanded in 2012-13.
In addition to its current projects, PanTerra Gold has an interest in over 30,000 hectares of prospective concessions in the Dominican Republic and Ecuador.
PanTerra has an experienced management team in place, led by its Executive Chairman, Brian Johnson, the founder and former Managing Director of Mount Gibson Iron Limited and Portman Mining Limited, and expects to recruit additional senior executives as it moves its operational headquarters to Canada.
For further information visit Novus’s website at www.novusgold.com or contact Gunther Roehlig, Director, at 1-604-683-0911.
On behalf of the board of directors of
NOVUS GOLD CORP.
“Mike Magrum”
Mike Magrum, President & CEO
Neither the 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 news release.
None of the securities anticipated to be issued under the Transaction have been or will be registered under the Securities Act of 1933, as amended, or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This press release shall not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction where such an offer or sale would be unlawful.
Forward Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, including information relating to PanTerra or Novus’s future financial or operating performance may be deemed “forward looking”. All statements in this news release, other than statements of historical fact, that address events or developments that PanTerra or Novus 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”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimates”, “projects”, “potential”, “scheduled”, “forecast”, “budget” and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond PanTerra or Novus’s ability to control or predict. Forward-looking statements are necessarily based on estimates and assumptions (including that the Transaction will be completed successfully on the terms agreed upon by the parties and that the business of Novus will be integrated successfully into the PanTerra organization) that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. In the case of PanTerra and Novus, these facts include their anticipated operations in future periods, planned exploration and development of its properties, and plans related to its business and other matters that may occur in the future. This information relates to analyses and other information that is based on expectations of future performance and planned work programs. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if a mineral property is developed. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation: exploration hazards and risks; risks related to exploration and development of natural resource properties; uncertainty in PanTerra’s ability to obtain funding; gold price fluctuations; recent market events and conditions; risks related to the uncertainty of mineral resource calculations and the inclusion of inferred mineral resources in economic estimation; risks related to governmental regulations; risks related to obtaining necessary licenses and permits; risks related to their business being subject to environmental laws and regulations; risks related to their mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title; risks relating to competition from larger companies with greater financial and technical resources; risks relating to the inability to meet financial obligations under agreements to which they are a party; ability to recruit and retain qualified personnel; and risks related to their directors and officers becoming associated with other natural resource companies which may give rise to conflicts of interests. This list is not exhaustive of the factors that may affect PanTerra or Novus’s forward-looking information. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking information. PanTerra and Novus’s forward-looking information is based on the reasonable beliefs, expectations and opinions of their respective management on the date the statements are made and neither PanTerra nor Novus assumes any obligation to update forward-looking information if circumstances or management’s beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking information. For a complete discussion with respect to Novus, please refer to Novus’s audited financial statements and MD&A for the year ended May 31, 2011 and its unaudited financial statements and MD&A for the three months ended August 31, 2011, all of which are filed on SEDAR at www.sedar.com.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CA67010Y1025">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CA67010Y1025</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.