ASX Announcement
17 August 2016
Scheme Booklet lodged with ASIC
Gryphon Minerals Limited (Gryphon) (ASX:GRY) announces that the Scheme Booklet for the proposal by Teranga Gold Corporation (Teranga) to acquire all the ordinary shares in Gryphon by way of a scheme of arrangement in consideration for 0.169 Teranga CHESS Depositary Interests or 0.169 common shares of Teranga per Gryphon Share held on the Record Date (Scheme) has today (17 August 2016) been lodged for registration with the Australian Securities and Investments Commission.
Corporate Directory
Non-Executive Chairman Mel Ashton
Managing Director Stephen Parsons
Non-Executive Directors Didier Murcia
Bruce McFadzean
Company Secretary Carl Travaglini
Teranga Gold Corporation to acquire Gryphon Minerals via Scheme of Arrangement (ASX 20/6/2016)
Banfora Gold Project, Burkina Faso
Contact Details
Principal & Registered Office 288 Churchill Avenue
SUBIACO WA 6008
T: +61 8 9287 4333
F: +61 8 9287 4334
E: [email protected]
ASX CODE GRY
www.gryphonminerals.com.au
For Media and Broker Enquiries Andrew Rowell / Luke Forrestal Cannings Purple
+61 400 466 226 / +61 411 479 144
[email protected] [email protected]
A copy of the Scheme Booklet, which includes the Independent Expert's Report and the notice for the Scheme Meeting, is attached to this announcement.
Scheme Meeting
The Scheme Meeting will be held at 10.00am (Perth time) on Friday, 23 September 2016 at 38 Station Street, Subiaco WA 6008.
Independent Expert's Report and Gryphon Directors recommendation
The Scheme Booklet contains a report by the Independent Expert, KPMG Financial Advisory Services (Australia) Pty Ltd. The Independent Expert has concluded that in the absence of a superior proposal, the Scheme is fair and reasonable and therefore is in the best interests of shareholders.
The Gryphon Directors unanimously recommend that Gryphon shareholders vote in favour of the Scheme in the absence of a superior proposal. Each Gryphon Director intends to vote in favour of the Scheme in relation to all of the Gryphon shares held by them, or on their behalf, at the time of the Scheme Meeting in the absence of a superior proposal.
Dispatch of the Scheme Booklet
The Scheme Booklet is expected to be dispatched to Gryphon shareholders (either by post or electronically) on or about 22 August 2016.
Gryphon Shareholders should carefully read the Scheme Booklet and the materials accompanying it before deciding whether or not to vote in favour of the Scheme.
Indicative timetable*
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23 September 2016
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Scheme Meeting
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28 September 2016
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Second Court Hearing for approval of the Scheme
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6 October 2016
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Record Date for determining entitlement to Scheme Consideration
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13 October 2016
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Implementation of the Scheme and issue of the Scheme Consideration
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*The above dates are indicative only and are subject to change.
Queries
If you have any questions or require further information, please contact Gryphon's Chief Financial Officer on +61 (08) 9287 4333.
Yours faithfully
Steve Parsons Managing Director