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Monday, March 19, 2007
WOLFDEN RESOURCES INC. AND ZINIFEX LIMITED ENTER INTO SUPPORT AGREEMENT; ZINIFEX TO OFFER $3.81 PER SHARE
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Shares Issued:
88,732,878
Wolfden
Resources Inc. (TSX:WLF) announced today that it and Zinifex
Limited
(“Zinifex”) have entered into a support agreement
(the “Support Agreement”) in
respect of Zinifex’s intention to make an offer for all of
the outstanding
common shares of Wolfden at a cash price of $3.81 per share, including
shares
issued or issuable upon the exercise of Wolfden warrants and stock
options (the
“Offer”). Under the Support Agreement, a
wholly-owned subsidiary of Zinifex
(Zinifex Canadian Enterprises Inc., “ZCE”) will,
subject to certain conditions,
make the Offer pursuant to a take-over bid circular to be mailed to
Wolfden’s
shareholders on or before April 2, 2007.
The Board of Directors of
Wolfden, upon a
recommendation of the special committee of the Board of Directors, has
unanimously determined that the Offer is fair to Wolfden’s
shareholders (other
than Zinifex and ZCE), that the Offer is in the best interests of
Wolfden and
the Shareholders, and accordingly, the Board of Directors has approved
the
entering into of the Support Agreement and recommends that
Wolfden’s
shareholders (other than Zinifex and ZCE) accept the Offer. The special committee and
the Board of
Directors have received the verbal opinion of BMO Capital Markets that
the
consideration to be provided under the Offer is fair from a financial
point of
view to such shareholders. Each
member
of the Board of Directors and each of Wolfden’s senior
officers has entered
into a lock-up agreement in respect of the Offer.
The Offer will be open for
acceptance for a period of
not less than 36 days and will be conditional upon, among other things,
more
than 66⅔%
of the outstanding common shares of Wolfden (calculated on a
fully-diluted
basis) being validly deposited under the Offer and not withdrawn. As described in
Wolfden’s press release dated
February 19, 2007 in respect of the non-binding and conditional letter
of
interest that Wolfden had received from Zinifex, the Offer will also be
subject
to, among others, the condition that Ewan S. Downie, President and
Chief
Executive Officer, Steven J. Filipovic, Vice President Finance, and
John
Begeman, Chief Operating Officer entering into employment agreements
with
Zinifex. In
addition, the Offer will be
subject to certain other customary conditions, including the absence of
any
material adverse change, the obtaining of any relevant regulatory
approvals and
the absence of any adverse litigation, proceeding or legal prohibition
in
respect of the Offer.
The Support Agreement
provides, subject to its terms,
that the Board of Directors of Wolfden will issue a
directors’ circular, to be
provided with Zinifex’s take-over bid circular, which will
contain the above
recommendation to shareholders, together with a copy of the written
fairness
opinion prepared by BMO Capital Markets.
The Support Agreement terms and conditions also provide
for, among other
things, a break fee provision in the amount of $11 million and the
requirement
that Wolfden not solicit competing offers and notify Zinifex of the
receipt of
any alternative proposals from third parties, together with a right of
Zinifex
to match any such proposal.
Inmet Mining Corporation
and Goldcorp Inc. have also
entered into lock-up agreements to tender, subject to the terms of such
agreements, 13,500,000 and
6,000,000 common shares to the Offer, respectively.
Together with the shares held by or issuable
to the directors and senior offices of Wolfden, Zinifex has lock-up
agreements
in respect of approximately 27%
of the shares of
Wolfden (on a fully-diluted basis).
Wolfden
is a Canadian-based mineral exploration and development company with a
diversified portfolio of advanced stage properties and several ongoing
exploration programs in Canada.
This release does not
constitute an offer to purchase
or a solicitation of an offer to sell securities. Shareholders should
carefully
review the take-over bid circular and the directors’ circular
when available
because they will contain important information, including full details
of the
Offer and its terms and conditions.
For
further
information, please contact:
Ewan
Downie,
President & CEO
Phone:
807-346-1668
Fax: 807-345-0284
e-mail:
Info@wolfdenresources.com
Web
Site: www.wolfdenresources.com
Some of
the statements contained in this press release
are forward-looking statements. Forward-looking statements are not
historical
facts and are subject to a number of risks and uncertainties beyond the
Wolfden's control, and may include statements regarding resource
estimates,
potential mineralization, exploration results, completion of work
programs and
studies, and future plans and objectives. Resource exploration,
development and
operations are highly speculative, characterized by a number of
significant
risks, which even a combination of careful evaluation, experience and
knowledge
may not eliminate, including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral resources but
from
finding mineral deposits which, though present, are insufficient in
quantity
and quality to return a profit from production. There can be no
assurance that
such statements will prove to be accurate and actual results could
differ
materially from those suggested by any forward-looking statements.
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Wolfden Resources Inc
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CODE : WLF.V |
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ProfileMarket
IndicatorsVALUE :
Projects & res.Press
releasesAnnual
reportRISK :
Asset profileContact Cpy |
Wolfden Res. is a exploration company based in Canada. Wolfden Res. produces gold in Canada, and holds various exploration projects in Canada and in South Africa. Its main asset in production is LUPIN MINE in Canada and its main exploration properties are RAPSON BAY, CASUMMIT LAKE and FOLLANSBEE in Canada. Wolfden Res. is listed in Canada. Its market capitalisation is CA$ 308.2 millions as of today (US$ 330.1 millions, € 245.9 millions). Its stock quote reached its highest recent level on June 18, 2007 at CA$ 3.80, and its lowest recent point on December 09, 2016 at CA$ 0.08. Wolfden Res. has 81 100 000 shares outstanding. |
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