Merrex Gold

Published : December 22nd, 2016

IAMGOLD SIGNS AGREEMENT TO ACQUIRE 100% OF MERREX GOLD

( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  
0
Send
0
comment

IAMGOLD SIGNS AGREEMENT TO ACQUIRE 100% OF MERREX GOLD

NEWS RELEASE

IAMGOLD SIGNS AGREEMENT TO ACQUIRE 100% OF MERREX GOLD

HALIFAX, NOVA SCOTIA -- (December 22, 2016) - Greg Isenor, President and CEO of Merrex Gold Inc., ("Merrex" or the "Company") (TSX Venture: MXI) today announces that the Company has signed a definitive agreement (the "Definitive Agreement") with IAMGOLD Corporation ("IAMGOLD") pursuant to which IAMGOLD has agreed to acquire, in an all-share transaction, all of the issued and outstanding common shares ("Shares") and common share purchase warrants ("Warrants") of Merrex, not already owned by IAMGOLD (the "Arrangement"). Merrex's principal asset is the Diakha-Siribaya project in Mali in which Merrex and IAMGOLD each hold a 50% interest.

IAMGOLD currently owns approximately 45.8 million or 23% of Merrex's issued and outstanding common shares.

Under the terms of the Definitive Agreement, all of Merrex's issued and outstanding Shares will be exchanged on the basis of 0.0433 of an IAMGOLD common share for each issued and outstanding Share. Based on the trailing 5- day volume weighted average price of the IAMGOLD common shares on the Toronto Stock Exchange, the share consideration represents a value of $0.20 per Share and values the Company's total outstanding equity on a fully diluted basis at approximately $41 million. The share consideration represents a 30% premium based on the trailing 20-day volume weighted average price of the Shares on the TSX Venture Exchange. All outstanding Warrants have been valued at $0.02 per Warrant and will be exchanged on the basis of 0.0043 of an IAMGOLD common share for each Warrant. Each "in-the-money" Merrex stock option ("Option") will vest and be exchanged for that number of Shares as is equal to the "in-the-money" portion of the Option immediately prior to the acquisition by IAMGOLD and such Shares received by holders of Options will be acquired on the same terms as all the other Shares. The Arrangement will proceed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Greg Isenor, President and CEO of Merrex, stated "On behalf of the board of directors of Merrex, we are excited for the opportunities that the Arrangement provides for Merrex Securityholders. We believe that IAMGOLD management will provide top-tier growth to its shareholders from a high-quality asset base and we look forward to being shareholders of IAMGOLD. The price that is being paid by IAMGOLD for the shares of Merrex represents an attractive premium based on Merrex's recent trading price and also represents a significant value per ounce for the Company's indicated and inferred resources at the Diakha-Siribaya project."

Merrex's Support of the Arrangement

Merrex's board of directors (the "Merrex Board"), after consultation with its financial and legal advisors and after receiving a unanimous recommendation of Merrex's special committee comprised of independent directors, has unanimously determined that the Arrangement is fair to holders of Shares, Options and Warrants (collectively, the "Securityholders") and is in the best interests of the Company. The Merrex Board unanimously recommends that the Securityholders vote in favour of the Arrangement. Haywood Securities Inc. provided a fairness opinion to the Merrex Board that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Shareholders, excluding IAMGOLD and its affiliates, in connection with the Arrangement is fair, from a financial point of view, to such Shareholders.

All of the directors and officers of Merrex, and certain significant shareholders of Merrex have entered into agreements with IAMGOLD pursuant to which, among other things, they have agreed to vote all of the Shares, Warrants and/or Options owned or controlled by them in favour of the Arrangement. Those Shares represent approximately 19% of Shares outstanding, those Warrants represent approximately 40% of Warrants issued and those Options represent approximately 93% of the Options granted. Together with the Shares owned by IAMGOLD, holders of approximately 42% of the Shares have agreed to vote in favour of the Arrangement.

Key Details of the Arrangement Agreement

The Arrangement must be approved (i) by a two-thirds majority of the votes cast by Shareholders voting together as a single class and (ii) by a two-thirds majority of the votes cast by the Securityholders voting together as a class which will be called to consider the Arrangement at the special meeting of the Company (the "Meeting") which will be called to consider the Arrangement. In addition, the Arrangement will also require the approval of the "majority of the minority", being a majority of the votes cast by Shareholders other than IAMGOLD whose vote will not be included in determining minority approval pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Full details of the Arrangement and matters to be considered at the Meeting will be included in a management information circular, which is expected to be mailed to Securityholders in January 2017 and made available on SEDAR under the issuer profile of Merrex at w w w. sedar.co m.

The Definitive Agreement also includes customary provisions, including fiduciary out provisions, a termination fee of $1,500,000 payable by the Company to IAMGOLD upon the occurrence of certain events, and covenants not to solicit other acquisition proposals. IAMGOLD retains the right to match any superior proposal.

The Arrangement is also subject to the approval of the Supreme Court of British Columbia and all applicable regulatory authorities, including the TSX Venture Exchange and the conditions precedent set out in the Definitive Agreement. Subject to receipt of all required approvals, the Company expects the Arrangement to close in the first quarter of 2017.

Upon completion of the Arrangement, the Shares will be delisted from the TSX Venture Exchange, and it is expected that IAMGOLD will apply to cause Merrex to cease being a reporting issuer under applicable Canadian securities laws.

Advisors

Haywood Securities Inc. provided a fairness opinion to Merrex's Board and McCullough O'Connor Irwin LLP is acting as Merrex's legal counsel. Fasken Martineau LLP is acting as counsel to IAMGOLD.

About Merrex Gold Inc.

Merrex is primarily a West African focused gold exploration company with experienced management, a solid exploration team, a prominent gold-producer as a JV partner and an expanding gold resource.

For further details about the Company's exploration activities visit Merrex's website at www.merrexgold.com. To be added to Merrex's email contact list please email your request to [email protected]

On Behalf of the Board

Gregory Isenor

Gregory Isenor, P.Geo. President & CEO

MERREXGOLD

Suite 802, 1550 Bedford Highway, Bedford, NS B4A 1E6 Tel.: (902) 832-5555 Fax: (902) 832-2223

Forward Looking Statement

This release contains certain "forward-looking information" under applicable Canadian securities laws concerning the events and transactions contemplated by the Definitive Agreement. Forward-looking information reflects the Company's current internal expectations or beliefs and are based on information currently available to the Company. In some cases forward- looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Assumptions upon which such forward-looking information is based include, among others, that the conditions to closing of the Arrangement will be satisfied, that the transactions contemplated by the Definitive Agreement will be completed on the terms set out the Definitive Agreement, that all required regulatory, security holder, court and governmental approvals will be obtained on a timely basis, and that the business prospects and opportunities of Merrex and IAMGOLD will proceed as anticipated. Many of these assumptions are based on factors and events that are not within the control of the Company, and there is no assurance they will prove to be correct or accurate. Risk factors that could cause actual results to differ materially from those predicted herein include, without limitation: that the Arrangement will not be completed at all or on the terms less favourable to the Company, that required regulatory, security holder or court approvals will not be obtained and that the business prospects and opportunities of the Company and IAMGOLD will not proceed as anticipated; changes in the global prices for gold or certain other commodities (such as diesel, aluminum and electricity); changes in U.S. dollar and other currency exchange rates, interest rates or gold lease rates; risks arising from holding derivative instruments; the level of liquidity and capital resources; access to capital markets, financing and interest rates; mining tax regimes; ability to successfully integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; laws and regulations governing the protection of the environment; employee relations; availability and increasing costs associated with mining inputs and labour; the speculative nature of exploration and development; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business. Risks and unknowns inherent in all projects include the inaccuracy of estimated reserves and resources, metallurgical recoveries, capital and operating costs of such projects, and the future prices for the relevant minerals.

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 release.

Read the rest of the article at www.publicnow.com
Data and Statistics for these countries : Georgia | Mali | All
Gold and Silver Prices for these countries : Georgia | Mali | All

Merrex Gold

EXPLORATION STAGE
CODE : MXI.V
ISIN : CA59012H1047
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy

Merrex Gold is a gold exploration company based in Canada.

Merrex Gold holds various exploration projects in Mali.

Its main exploration properties are RED LAKE PROPERTIES and JUBILEE in Canada and SIRIBAYA and KAKADIAN in Mali.

Merrex Gold is listed in Canada. Its market capitalisation is CA$ 44.8 millions as of today (US$ 33.3 millions, € 31.4 millions).

Its stock quote reached its highest recent level on December 29, 2006 at CA$ 1.30, and its lowest recent point on December 13, 2013 at CA$ 0.02.

Merrex Gold has 199 230 000 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
Financings of Merrex Gold
5/28/2013(Siribaya)Recent Developments at Fekola and Boto Very Encouraging for ...
5/22/2013-Private Placement
6/10/2011Closes $1,750,000 Private Placement With IAMGOLD
5/3/2011Closes Private Placement with IAMGOLD
3/25/2011Merrex Gold Private Placement
3/25/2011Private Placement
11/26/2009IAMGOLD Exercises Warrants
6/1/2009Closes Oversubscribed Private Placement
12/23/2008closed its Private Placement and Option Agreement with IAMGO...
7/16/2008Exploration Update and Private Placement Withdrawn
6/13/2008Announces $5 Million Private Placement of Units
Option Grants of Merrex Gold
6/6/2009Grants Stock Options, Bonus Shares
Nominations of Merrex Gold
5/30/2008Appoints Chief Financial Officer and Director of Finance
Project news of Merrex Gold
7/6/2016(Siribaya)Diakha RC Drill Results including 70 metres averaging 1.55g/...
11/1/2013(Siribaya)Siribaya Exploration Update
6/17/2013(Siribaya)Drilling Starts at Siribaya, West Mali
4/24/2013Releases Drill Results and Results of Annual and Special Mee...
3/25/2013(Siribaya)Merrex Gold - Siribaya Project Update - Exploration to Conti...
3/25/2013(Siribaya)-Siribaya Project Update-Exploration to Continue
10/4/2012(Siribaya)Siribaya Gold Project 2013 Exploration Program Planning Unde...
6/19/2012(Siribaya)Merrex Provides Siribaya Gold Project Exploration Update
6/12/2012(Kakadian)Merrex Provides Exploration Update on 100% Owned Kakadian Pe...
5/30/2012(Siribaya)Merrex Siribaya Drilling Program Update
4/17/2012Merrex Sells Fontana Interest and Secures Irish Zinc Permits
4/16/2012(Siribaya)Merrex Provides Siribaya Gold Project Exploration Update
4/3/2012(Siribaya)Merrex Gold Siribaya Drilling Program Suspended
3/20/2012(Siribaya)Latest Merrex News Release: Siribaya March 2012 Exploration ...
3/1/2012(Siribaya)Merrex Gold Intersects 9 Metres of 5.70 g/t Au in Siribaya R...
2/27/2012(Siribaya)Siribaya Diamond Drill Program Update
1/11/2012(Siribaya)Merrex Announces 2012 Exploration Program for Siribaya
1/11/2012(Siribaya)Merrex announces 2012 Siribaya exploration program
10/27/2011(Siribaya)Siribaya Diamond Drill Program Update
9/13/2011(Siribaya)Latest Merrex News Release: Diamond Drilling Update
9/13/2011(Siribaya)Merrex Diamond Drilling Expands 1B Mineralized Zone
9/9/2011(Siribaya)Merrex RC Drilling Update
8/26/2011(Siribaya)Merrex Releases Bambadinka Trend Auger Drilling Update
8/10/2011(Siribaya)Merrex Provides Siribaya Gold Project Exploration Update
7/11/2011(Siribaya)Diamond Drilling Extends 1B Mineralized Zone and Outlines Pa...
5/30/2011(Siribaya)Merrex RC Drill Program Expanded at Siribaya
5/18/2011(Siribaya)Merrex Provides Siribaya Gold Project Exploration Update
5/8/2011(Siribaya)Merrex Zone Bambadinka Update
5/5/2011(Siribaya)Zone Bambadinka Drilling update
4/26/2011(Siribaya)10,000 Metres Diamond Drilling Commences at Siribaya Gold Pr...
4/21/2011(Siribaya)Diamond Drill Program Siribaya Gold Project
4/14/2011(Hungry Hill)Sells Sutherlands Pond and Hungry Hill Properties, Newfoundl...
4/8/2011(Kakadian)begins exploration on the Kakadian Permit, West Mali
4/6/2011(Kakadian)Merrex Gold begins exploration on the Kakadian Permit, West ...
3/3/2011(Siribaya)Merrex 10,000 Metre Diamond Drill Program for Siribaya Gold ...
3/3/2011(Siribaya)10,000 Metre Diamond Drill Program for Siribaya Gold Project
1/21/2011(Siribaya)Siribaya Gold Project Drilling Update
8/18/2010(Siribaya)Siribaya Drilling Hits Extension of Zone 1A
7/15/2010(Siribaya)Siribaya - Drilling Hits Zone 1B Two Kilometres South
2/16/2010(Siribaya)20,000 Metre Drill Program
2/3/2010(Siribaya)2010 Resource Increases Grade and Establishes Indicated Reso...
12/1/2009(Siribaya)IAMGOLD Confirms 2010 Exploration Program
11/27/2009(Siribaya)Airborne Identifies Extensive Structures Outside of Mega-Str...
11/19/2009(Siribaya)Airborne Survey Confirms Strike Extension of Zone 1B
9/30/2009(Jubilee)Modifies Jubilee LOI
9/16/2009(Siribaya)Completes Siribaya Airborne Survey
6/24/2009(Siribaya)Termite Mound Geochemical Survey Results Siribaya Gold Proje...
6/16/2009(Siribaya)Commences Airborne Geophysical Survey at Siribaya
6/3/2009(Siribaya)Launches 5,000 Metre Drill Program at Siribaya
2/24/2009(Siribaya)Launches 2009 Siribaya Exploration Program
2/10/2009(Siribaya)Resource Estimate Siribaya, Mali
12/18/2008(Jubilee)Intersects 11.29% Zinc + Lead Over 11.65 Metres at Jubilee i...
9/23/2008(Siribaya) Increases Ownership to 100% in Siribaya Gold Project
8/20/2008(Siribaya)Intersects 5.52 g/t Gold over 24.5 Metres in Siribaya Drilli...
6/3/2008(Jubilee)2008 Phase I Drilling Program Underway at Jubilee
5/27/2008(Siribaya)Expands Drill Program at Siribaya
5/26/2008(Siribaya) Commissions Resource Estimate - Expands Drill Program at Si...
Corporate news of Merrex Gold
7/27/2016Merrex Gold Diakha 2016 Drill Program Update
7/6/2016Diakha RC Drill Results including 70 metres averaging 1.55g/...
6/21/2016Merrex Gold Financial Advisory Engagement
6/16/2016Merrex Gold Closes Final Tranche of $3.5M Private Placement
6/9/2016Private Placement Update
6/7/2016Merrex Gold First Tranche of Private Placement Closed
6/6/2016Merrex Gold Announces $3.5M Fully Subscribed Private Placeme...
5/3/2016Shareholder Update for the 2016 US$3M Drill Program at the D...
4/24/2016Shareholder Update for the 2016 US$3.2M Drill Program Update...
3/31/20162016 Drill Program Begins at the Diakha Deposit, Siribaya Go...
1/5/2016Siribaya Structure Drilling and Grant of Stock Options
11/5/2015Shareholder Update; Resource Estimate Underway at Diakha
9/21/2015Diakha Diamond Drilling Results
4/20/2015Diakha Drilling Update, Karita Exploration Progress and Priv...
4/14/2015Private Placement Subscription Form
4/14/2015Instructions and Examples for Completing Private Placement S...
4/7/2015Diakha Drilling Update, Siribaya Gold Project
4/1/2015Merrex Shareholders Approve IAMGOLD as 'Control Person', and...
3/25/2015Merrex Secures Katita Permit, Guinea
2/27/2015Final 2014 Phase III Diamond Drilling Results at Siribaya's ...
2/1/2015US$3.8 Million Drill Program for Diakha Commenced, Maiden Re...
1/27/2015Debt Settlement - Agreement in Principle
12/16/2014Phase III Diamond Drilling at Diakha Discovery Zone
11/17/2014Diakha Discovery Zone Future Exploration Designed for Maiden...
8/28/2014IIROC Trading Resumption - MXI
8/27/2014IIROC Trading Halt - MXI
5/2/2014Option Grant to IR Consultants
3/18/2014Drilling Operations Update for Siribaya Gold Project, West M...
11/20/2013Karita Permit Guinea
11/4/2013$1,500,000 Share Exchange Agreement
8/12/2013Featured in Precious Metals Equity Research Report
6/17/2013News Release
4/24/2013News Release
3/25/2013Latest Merrex Gold News Release
3/11/2013Pope & Company Market Commentary on Merrex Gold
1/29/2013Latest Merrex News Release
1/29/2013(Siribaya)Merrex Gold-Siribaya Gold Project 2013 Exploration Program U...
1/28/2013Exhibiting at Investing in African Mining Indaba
1/7/2013President's Message to Shareholders
11/14/2012Announces New Director
10/31/2012Latest Merrex News Release
10/31/2012(Siribaya)Releases Drill Results and Drilling Resumes at Siribaya Gold...
9/19/2012(Siribaya)Files NI 43-101 Technical Report for Updated Resource Estima...
8/22/2012(Siribaya)Merrex Gold Inc. Releases Drill Results from Siribaya Gold P...
8/13/2012Merrex Gold Corporate Update
7/30/2012(Siribaya)Merrex Releases Updated Resource Estimate for Siribaya Gold ...
7/3/2012(Siribaya)Merrex Drilling Resumes at Siribaya Gold Project
6/18/2012Merrex Provides Corporate Update
6/5/2012Results of Annual and Special Meeting of Shareholders
5/10/2012Pope & Company showcases Merrex in Recent Equity report
2/27/2012Latest Merrex News Release
1/4/2012(Siribaya)Merrex Gold Announces that IAMGOLD Siribaya Earn-in Conclude...
11/28/2011attending Canada Day at Mines and Money London
10/26/2011(Siribaya)Releases Additional Siribaya Diamond Drilling Results
10/12/2011Engages Additional Independent Advisor
10/11/2011Jay Taylor Interviews Greg Isenor, President & CEO of Merrex
9/22/20112011 Precious Metals Summit Presentation
9/14/2011Merrex - Stock Options
8/31/2011Merrex Engages Vicarage Capital for UK Investor Relations
8/5/2011Jay Taylor Comments on Merrex in a Gold Report Interview
8/3/2011Jay Taylor Interviews Greg Isenor, President & CEO of Merrex
7/19/2011Merrex RC Drilling Continues to Extend 1A and 1B Mineralized...
4/12/2011Launches New Website
8/5/2010Taylor refreshes Merrex Gold buy
4/28/2010Distribution of Frontline Shares as Reduction of Capital
4/9/2010Urgent Notice to Warrantholders
1/4/2010Closes Jubilee Zinc Sale and Acquires Control of Chrysos Cap...
10/28/2009Concludes Contracts for Jubilee Sale, Chrysos Share Dividend
1/7/2010 Message from Greg Isenor, Merrex President & CEO
10/26/2009Sign arrangement agreement
10/20/2009Shareholder Update
12/31/2008To Our Valued Shareholders
12/30/2008Crackingstone River Option
12/12/2008Executes Final Documentation with IAMGOLD
8/7/2008Resignation of Director
5/30/2008Merrex Gold Inc
Comments closed
 
Latest comment posted for this article
Be the first to comment
Add your comment
TSX-V (MXI.V)
0.225-13.46%
TSX-V
CA$ 0.225
02/27 16:55 -0.040
-13.46%
Prev close Open
0.260 0.245
Low High
0.220 0.250
Year l/h YTD var.
 -  -
52 week l/h 52 week var.
- -  0.225 -2.17%
Volume 1 month var.
184,000 -2.17%
24hGold TrendPower© : 22
Produces
Develops
Explores for Gold - Lead - Zinc
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
Last updated on : 3/2/2010
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
MOST READ
Annual variation
DateVariationHighLow
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
AU$ 7.75+0.52%Trend Power :
Oceana Gold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
AU$ 2.20+0.00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.86+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
US$ 11.11+2.21%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
GBX 0.55-0.90%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.06-8.33%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
CA$ 2.47+3.78%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 15.25-3.42%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.24+0.00%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
AU$ 0.19+0.00%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.79-3.76%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 52.57+0.84%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
AU$ 0.04+0.00%Trend Power :