CATALPA : LION SELECTION MERGER UPDATE: COURT
Resources (ASX:CAH) the Perth-based gold developer,
advises that the Supreme Court of Victoria has made an order convening a
meeting of Lion Selection Limited (ASX:LST) shareholders to consider the merger
of Lion Selection with Catalpa. Lion Selection has also today
released its Scheme Booklet which includes an Independent Expert Report by
Grant Samuel recommending that the merger is in the best interest of Lion
Catalpa will also
convene a shareholder meeting on 17 November 2009 at which shareholders will be
asked to approve the merger and the consolidation of Catalpa shares based on an
11 for 1 ratio. The Notice of Meeting and accompanying Explanatory
Memorandum will be dispatched to Catalpa shareholders shortly.
The merger will amalgamate
Lion Selection?s two gold assets, namely 30% of the Cracow Gold Mine (Newcrest)
and a 47% holding in Catalpa, with Catalpa which owns the 100 000+ ozpa Edna
May Gold Operation.
Catalpa Resources? Managing Director confirmed the news is positive for both
Catalpa and Lion Selection, as it progresses their planned merger to unlock
value for both parties? shareholders.
?The broader market
has responded extremely positively to news of the merger. Since announcing the
Merger Implementation Agreement, shares in LST have risen by more than 80% and
Catalpa by almost 90%,? Mr McFadzean said.
?The implied market
support for the merger is very encouraging and reflects the opinion of both
Catalpa?s and Lion Selection?s directors, who have indicated their unanimous
intention of voting their respective shares in favour of the merger, in the
absence of a superior competing proposal.?
Catalpa and Lion
Selection have amended the End Date of the Merger Implementation Agreement from
30 November 2009 to 18 December 2009.
The timetable for the restructure is:
Scheme Booklet dispatched to LST shareholders
16 October 2009
LST General and Scheme Meetings
17 November 2009
17 November 2009
Anticipated Second Court Hearing date
27 November 2009
(Subject to LST shareholder approval of the merger)
Completion of demerger of LSG, payment of
cash distribution and
the merger with Catalpa
Early December 2009
For further enquiries contact:
Catalpa Resources Limited
Tel (08) 9321
Catalpa Resources Limited (ASX: CAH) is on the cusp of a new phase of
development, following the successful raising of more than $106 million in debt
and equity to advance its A$92 million Edna May (open-pit gold) Operations
to production by July 2010.
part of the Edna May finance facility, Catalpa has sold
forward 352,316 ounces of gold at an exceptional price of A$1,557 per ounce..
plans to utilise Edna May?s solid annual cash operating margins to fund its
growth and become Australia?s
next mid tier gold producer.
keeping with this strategy, Catalpa and its largest shareholder, Lion Selection
Limited (ASX:LST), signed a Merger Implementation Agreement in June 2009 to
bring together Lion Selection?s 47% shareholding in Catalpa?s 100% owned and
operated 100 000+ oz pa Edna May Operations in Western Australia and Lion
Selection?s 30% stake in the Newcrest managed, 100 000 oz pa Cracow Gold
Operations in Queensland, under Catalpa?s experienced management team. As
part of the merger, Catalpa will also acquire a pre-emptive right over
Newcrest?s 70% stake in Cracow.
implementation of the merger, expected in the December quarter 2009, Catalpa
will be a cashflow positive gold producer from its 30% stake in Cracow.
From mid 2010 when production commences at the Edna May Operations Catalpa will
produce more than 130 000 oz pa.
has an experienced Board and management team that is committed to realising a
timely production and cash flow profile at the Edna May Operations. With
a buoyant outlook on the gold price, the Board believes that Catalpa Resources
presents a sound investment opportunity with significant upside potential.
Resources has adopted best practice standards across all its activities,
including its social, health and safety, environmental management and corporate
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