Astur Gold Corp. (AST.V), which lost 6% on Friday, and Gold-Ore Resources Ltd. (GOZ.TO) announced the joint execution of a binding letter agreement to complete a $150 million business combination whereby Gold-Ore would acquire all of the issued shares of Astur Gold by way of a plan of arrangement. The two companies have agreed to combine whereby each Astur Gold shareholder will receive 2.35 common shares of Gold-Ore for each common share of Astur Gold, and the combined company will affect a 3 for 1 roll back of its issued and outstanding shares. The boards of directors of Astur Gold and Gold-Ore have unanimously approved the terms of the Transaction, and strongly recommend that shareholders vote in favour of the proposed Transaction. Transaction Rationale: a combination of strong cash flow and one of the largest undeveloped gold projects in Western Europe, creating a new high growth European-focused gold producer; combined reserves and Measured and Indicated resources of approximately 2.6 million ounces of gold and combined Inferred resources of approximately 1 million ounces of gold; combined $22 million of cash, un-hedged production, and fully-funded to take Salave through bankable feasibility and into development; combined management team of complementary financial and technical experience with a proven track record of success of building and operating gold mines and creating strong shareholder returns; an attractive European growth platform with mining and development expertise, and a view towards additional accretive merger and acquisition activity in Europe; doubling of market capitalization to enhance capital markets exposure and trading liquidity.
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The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.
