VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 13, 2009) - Canadian Gold Hunter Corp. (TSX:CGH) ("Canadian Gold Hunter") and Suramina Resources Inc. (TSX:SAX) ("Suramina") are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") to effect a business combination between the two companies pursuant to a plan of arrangement under the Canada Business Corporations Act.
Pursuant to the Arrangement Agreement, Canadian Gold Hunter will acquire all of the issued and outstanding shares of Suramina on the basis of 0.7541 shares of Canadian Gold Hunter for each one Suramina share (the "Exchange Ratio"). All outstanding Suramina options will be exchanged for replacement options of Canadian Gold Hunter, the number and exercise price of which will be determined using the Exchange Ratio. The transaction values the Suramina shares at $0.1975, representing a 12.7% premium to the 20 day volume weighted average closing price of Suramina. Upon completion of the transaction, Suramina will be a wholly-owned subsidiary of Canadian Gold Hunter and it is estimated that Canadian Gold Hunter will have 110,335,992 shares outstanding. Former shareholders of Suramina will hold approximately 47.3% of the outstanding shares of Canadian Gold Hunter. The transaction is expected to close in mid-April 2009.
Full details of the transaction, including the terms of the Arrangement Agreement, will be included in a joint information management circular which is expected to be mailed to shareholders of Canadian Gold Hunter and to shareholders of Suramina on or about March 18, 2009. Both companies plan to hold a special meeting of shareholders to approve the transaction and related matters on or about April 14, 2009. The transaction is subject to all requisite regulatory and court approvals as well as shareholder approval of the transaction by at least 66 2/3% of the votes cast by the Suramina shareholders and shareholder approval of the Canadian Gold Hunter share issuance in connection with the transaction by not less than a majority of the votes cast by the Canadian Gold Hunter shareholders, in both cases, present in person or represented by proxy at the meetings.
The transaction has been approved by the board of directors of both Canadian Gold Hunter and Suramina (with interested directors abstaining) following the unanimous recommendation of a special committee comprising independent Canadian Gold Hunter directors for Canadian Gold Hunter and independent Suramina directors for Suramina. The board of directors of both companies recommends that their respective shareholders vote in favour of the transaction.
Benefits of the Business Combination
- Suramina brings to the transaction a large, diversified copper/gold exploration portfolio in South America. Projects range from grass roots to advanced resource definition stage, including the Josemaria copper/gold porphyry project with a 43-101 inferred resource of 460 million tonnes grading 0.39% copper and 0.30 g/t gold at a 0.3% TCu cut-off, containing 3.9 billion pounds of copper and 4.4 million ounces of gold. (Please see news release dated December 5, 2007 for complete information). Suramina's local exploration team has a strong track record of success including the discovery of the Veladero gold deposit, now owned by Barrick Gold, as well as the initial recognition and development of the Bajo de la Alumbrera gold mine, now owned by Goldcorp., Xstrata and Yamana.
- Canadian Gold Hunter brings to the transaction a major new gold/copper exploration project in Mexico as well as a strong portfolio of copper/gold exploration projects in Canada, including the GJ/Kinaskan project with a 43-101 measured and indicated resource of 153.3 million tonnes grading 0.321% copper and 0.369 g/t gold, containing 1.09 billion pounds of copper and 1.82 million ounces of gold (cut-off grade of 0.20% copper). (Please see news release dated October 7, 2008 for complete information). Canadian Gold Hunter's exploration team has, combined, over 70 years of international exploration and development experience.
- In the short term, capital market conditions favour stronger, larger, diversified exploration vehicles. The combined entity will be financed, debt-free, and an active exploration company. As well, the transaction will introduce significant cost efficiencies through reduction of total G&A and other head office costs.
- In the long term, the combined entity will be extremely well-positioned for the anticipated commodity markets recovery with a diversified roster of gold/copper projects in various stages of advancement. The combined exploration expertise of both companies will ensure best possible shareholder value.
In connection with the proposed business combination, Haywood Securities Inc. provided a fairness opinion to the special committee of the board of directors of Canadian Gold Hunter and Dundee Securities Corporation provided financial advice and a fairness opinion to the special committee of the board of directors of Suramina. Legal advice to the special committee of the board of directors of Canadian Gold Hunter was provided by DuMoulin Black LLP. Legal advice to the special committee of the board of directors of Suramina was provided by McCullough, O'Connor Irwin LLP, and Cassels Brock & Blackwell LLP acted as corporate counsel on the transaction.
ON BEHALF OF THE BOARD OF CANADIAN GOLD HUNTER
Richard J. Bailes, President
ON BEHALF OF THE BOARD OF SURAMINA
J. Patricio Jones, President
This news release contains certain forward-looking statements relating to Canadian Gold Hunter and Suramina that includes risks and uncertainties. All statements, other than statements of historical fact, are forward-looking statements. When used in this news release, the words "anticipate", "will", "believe", "estimate", "expect", "target", "plan", "may" and similar expressions, identify forward-looking statements with respect to events that "may" or "will" occur. Forward-looking statements are necessarily based upon a number of assumptions and current expectations that, while considered reasonable by Canadian Gold Hunter and Suramina as at the date on which they were made, are inherently subject to significant uncertainties and risks. Many factors, both known and unknown, could cause the actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Assumptions upon which such forward-looking statements are based include that the transaction will be completed, that all required third party regulatory, governmental and shareholder approvals for the transaction will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Canadian Gold Hunter or Suramina and there is no assurance they will prove to be correct. Although Canadian Gold Hunter and Suramina have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Canadian Gold Hunter and Suramina undertake no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Other risks are set forth in the annual information form of Canadian Gold Hunter and of Suramina.
Canadian Gold Hunter Corp.
Suramina Resources Inc.