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Anatolia Minerals Development Limited
("Anatolia" or the "Company") [TSX:ANO] announced that in addition to ISS,
Glass Lewis & Co ("Glass Lewis") has recommended that its
clients vote in favor of the share issuance resolution approving the
merger with Avoca Resources Limited ("Avoca"), whereby the two
companies would combine to create a new leading intermediate global gold
producer. The combined company will be called Alacer
Gold Corp. ("Alacer Gold"), bringing
together two of the leading junior resource companies in the world. Under the
terms of the merger, Anatolia will acquire all of the issued and outstanding
ordinary shares and options to subscribe for ordinary shares of Avoca.
Assuming the merger becomes effective, each ordinary Avoca share will be
acquired for 0.4453 fully paid Anatolia common shares and each Avoca option
to subscribe for an Avoca ordinary share will be acquired for 0.4453 options
granted by Anatolia to subscribe to Anatolia common shares. In addition,
Glass Lewis recommends shareholders vote FOR the Option Plan, Shareholder
Rights Plan and the Name Change Resolutions as more fully set out in
Anatolia's Management Proxy Circular dated December 15,
2010.
Glass Lewis is one of the leading
independent governance analysis and proxy voting firms assisting institutions
globally that have investment, financial or reputations exposure to public
companies.
In its report issued on January 17, 2011 recommending that its clients vote to
approve the share issuance and other resolutions related to the merger, Glass
Lewis noted the merger will provide a strategic benefit for securityholders of both companies. In particular, the
merger will create a global intermediate gold producer with a strong portfolio
of assets, and will benefit from extensive diversification and enhanced
market presence as a result of being listed on both the TSX and ASX. As such,
and given the favorable continuing interest to be held by each group of
shareholders, Glass Lewis believes that the agreement is in the long-term
interests of shareholders.
Edward Dowling, President and CEO of Anatolia stated,
"We are pleased that Glass Lewis, another leading independent proxy
research firm, is supporting the merger with Avoca. Glass Lewis completed a
thorough review of the proposed resolutions and agreed the transaction is
beneficial and fair to both Anatolia and Avoca shareholders." We urge
shareholders not to delay voting their proxy FOR the share issuance and other
related resolutions in order to ensure it is received in time to be counted
at the Special Meeting scheduled for January 31, 2011"
he continued.
About the Special Meeting
Anatolia will hold a special meeting of
shareholders to approve the share issuance and other resolutions on January 31, 2011 at 10:00 a.m.
(Toronto time) to be held in the Main
Boardroom on the 53rd Floor of Stikeman Elliot LLP,
5300 Commerce Court West, 199 Bay Street, Toronto,
Ontario, Canada, M5L 1B9.
Time is of the essence, a proxy, to be effective, must be voted in advance of
the Special Meeting and no later than 10:00 a.m.
(Toronto Time) on Thursday,
January 27th, 2011. Shareholders who require assistance in voting
their proxy may direct their inquiry to Anatolia's proxy solicitation agent, Phoenix Advisory Partners, 1-800-504-7752 or contactus@phoenixadvisorypartners.com.
About Anatolia
Anatolia is recognized as a leader in
exploration and development in Turkey and,
with the start-up of Çöpler, will soon
be among Turkey's leading gold producers. Çöpler
is 95% owned by Anatolia and 5% by Lidya Mining
(formerly known as Çalık Mining, see
News Release, August 13, 2009). Initial plans at Çöpler are to produce approximately 1.3
million ounces of gold at costs consistent with the lower end of industry
standards. Average annual production is expected to be about 175,000 gold
ounces. Additional production expansion of the oxide and sulfide gold
resource is expected at Çöpler by
continuing exploitation of the large resource and through on-going technical
studies and future development. In addition, Anatolia holds a significant
pipeline of prospective gold and base metal projects.
Anatolia currently has 139.3 million
common shares issued and outstanding, 157.9 million fully diluted. Anatolia's
common shares are listed for trading on the Toronto
Stock Exchange under the symbol "ANO."
Cautionary Statements
Except for statements of historical fact
relating to Anatolia, certain statements contained in this news release
constitute forward-looking information, future oriented financial
information, or financial outlooks (collectively "forward-looking
information") within the meaning of Canadian securities laws.
Forward-looking information may relate to this news release and other matters
identified in Anatolia's public filings, Anatolia's future outlook and
anticipated events or results and, in some cases, can be identified by
terminology such as "may", "will", "could", "should",
"expect", "plan", "anticipate",
"believe", "intend", "estimate",
"projects", "predict", "potential",
"targeted", "possible", "continue",
"objective" or other similar expressions concerning matters that
are not historical facts and include, but are not limited in any manner to,
those with respect to commodity prices, access to sufficient capital
resources, mineral resources, mineral reserves, realization of mineral
reserves, existence or realization of mineral resource estimates, results of
exploration activities, the timing and amount of future production, the
timing of construction of the proposed mine and process facilities, the
timing of cash flows, capital and operating expenditures, the timing of
receipt of permits, rights and authorizations, communications with local
stakeholders and community relations, status of negotiations of joint
ventures, availability of financing and any and all other timing,
development, operational, financial, economic, legal, regulatory and
political factors that may influence future events or conditions. Such
forward-looking statements are based on a number of material factors and
assumptions, including, but not limited in any manner, those disclosed in any
other of Anatolia's public filings, and include the ultimate determination of
mineral reserves, availability and final receipt of required approvals,
licenses and permits, ability to acquire necessary surface rights, sufficient
working capital to develop and operate the proposed mine, access to adequate
services and supplies, economic conditions, commodity prices, foreign
currency exchange rates, interest rates, access to capital and debt markets
and associated cost of funds, availability of a qualified work force, lack of
social opposition and legal challenges, and the ultimate ability to mine, process
and sell mineral products on economically favorable terms. While Anatolia
considers these assumptions to be reasonable based on information currently
available to it, they may prove to be incorrect. Actual results may vary from
such forward-looking information for a variety of reasons, including but not
limited to risks and uncertainties disclosed in other Anatolia filings at www.sedar.com.
Forward-looking statements are based upon management's beliefs, estimate and
opinions on the date the statements are made and, other than as required by
law, Anatolia does not intend, and undertakes no obligation to update any
forward-looking information to reflect, among other things, new information
or future events.
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