GOLDEN, CO and TORONTO, ON--(Marketwire - August 30, 2011) - Golden Minerals Company (NYSE Amex: AUMN) (TSX: AUM) ("Golden Minerals") and ECU Silver Mining Inc. (TSX: ECU) ("ECU") are pleased to announce that their previously disclosed business combination by way of court-approved Plan of Arrangement (the "Arrangement") has been approved by the stockholders of Golden Minerals and the securityholders of ECU.
Golden Minerals held a special meeting of its stockholders earlier today in Golden, Colorado, USA. At that meeting, Golden Minerals' stockholders approved the issuance of shares of Golden Minerals common stock in connection with the Arrangement, with 98.68% of the votes cast by the Golden Minerals' stockholders voting in favor. Golden Minerals' stockholders also approved an amendment to Golden Minerals' certificate of incorporation to increase the number of authorized shares of Golden Minerals common stock from 50,000,000 to 100,000,000.
ECU held a special meeting of its securityholders earlier today in Montreal, Québec, Canada. At the ECU meeting, ECU's securityholders also approved the Arrangement, with 98.41% of the votes cast by ECU's securityholders, voting together as a single class, voting in favor of the Arrangement. In addition, the shareholders of ECU voting as a separate class, as well as the minority shareholders of ECU, approved the Arrangement by majorities of 98.08% and 98.03%, respectively.
A hearing is scheduled with the Superior Court of Québec on the morning of August 31, 2011 in order to consider an application for a final order approving the Arrangement. Provided that the Arrangement is approved by the Superior Court of Québec and the other closing conditions are satisfied or waived, Golden Minerals and ECU anticipate that the Arrangement will be completed on or about Friday, September 2, 2011. The Golden Minerals common stock to be issued to ECU's securityholders in connection with the Arrangement is expected to begin trading on the NYSE Amex and the TSX on or about Tuesday, September 6, 2011. The Golden Minerals warrants to be issued to holders of ECU Warrants expiring on February 20, 2014 in connection with the Arrangement are expected to begin trading on the TSX on or about Wednesday, September 7, 2011.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934 and applicable Canadian securities laws, including statements regarding the timing of completion of the Arrangement and the trading of Golden Minerals common stock and warrants to be issued upon consummation of the Arrangement. Golden Minerals and ECU have provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and court approvals, and the satisfaction of and time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory or court approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. In addition, the Arrangement is subject to a number of conditions that are typical for transactions of this nature. Failure to satisfy any of these conditions may result in the termination of the definitive agreement to combine Golden Minerals and ECU, and the Arrangement may not be completed.
Additional information on these and other factors that could affect Golden Minerals' and ECU's, or the combined company's, operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), the EDGAR website (www.sec.gov), Golden Minerals' website (www.goldenminerals.com), or ECU's website (www.ecu.ca).
The forward-looking statements and information contained in this press release are made as of the date hereof and Golden Minerals and ECU undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless expressly required by applicable securities laws.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.
