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Canadian Gold Hunter and Suramina Shareholders Approve Business Combination
Apr 17, 2009 - 04:30 ET
VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 17, 2009) - Canadian Gold Hunter Corp. (TSX:CGH) ("Canadian Gold Hunter") and Suramina Resources Inc. (TSX:SAX) ("Suramina") are pleased to report that the previously announced business combination pursuant to a plan of arrangement under the Canada Business Corporations Act has been approved by shareholders of both companies at shareholders' meetings held in Vancouver on April 15, 2009. The share issuance in connection with the arrangement was approved by 99.5% of the votes cast by Canadian Gold Hunter shareholders who were entitled to vote on the resolution and the arrangement was approved by 99.99% of the votes cast by Suramina shareholders.
Both companies have received all requisite regulatory approvals. The Ontario Superior Court of Justice (Commercial List) has issued its final order approving the plan of arrangement.
Pursuant to the arrangement, Canadian Gold Hunter will acquire all of the issued and outstanding shares of Suramina on the basis of 0.7541 shares of Canadian Gold Hunter for each one Suramina share. Suramina is now a wholly-owned subsidiary of Canadian Gold Hunter. Suramina's common shares are expected to be delisted from the Toronto Stock Exchange effective as of the close of business on April 21, 2009.
Lukas Lundin, Chairman of Canadian Gold Hunter, commented, "Canadian Gold Hunter is an extremely well-positioned exploration company with a diversified roster of gold/copper projects in various stages of advancement. This business combination is part of a larger strategy to build Canadian Gold Hunter into an international exploration vehicle."
In connection with the business combination, Haywood Securities Inc. provided a fairness opinion to the special committee of the board of directors of Canadian Gold Hunter and Dundee Securities Corporation provided financial advice and a fairness opinion to the special committee of the board of directors of Suramina. Legal advice to the special committee of the board of directors of Canadian Gold Hunter was provided by DuMoulin Black LLP. Legal advice to the special committee of the board of directors of Suramina was provided by McCullough, O'Connor Irwin LLP, and Cassels Brock & Blackwell LLP acted as corporate counsel on the transaction.
ON BEHALF OF THE BOARD OF CANADIAN GOLD HUNTER
Richard J. Bailes, President
ON BEHALF OF THE BOARD OF SURAMINA
J. Patricio Jones, President
This news release contains certain forward-looking statements relating to Canadian Gold Hunter and Suramina that includes risks and uncertainties. All statements, other than statements of historical fact, are forward-looking statements. When used in this news release, the words "anticipate", "will", "believe", "estimate", "expect", "target", "plan", "may" and similar expressions, identify forward-looking statements with respect to events that "may" or "will" occur. Forward-looking statements are necessarily based upon a number of assumptions and current expectations that, while considered reasonable by Canadian Gold Hunter and Suramina as at the date on which they were made, are inherently subject to significant uncertainties and risks. Many factors, both known and unknown, could cause the actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Assumptions upon which such forward-looking statements are based include that the transaction will be completed, that all required third party regulatory, governmental and shareholder approvals for the transaction will be obtained and all other conditions to completion of the transaction will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Canadian Gold Hunter or Suramina and there is no assurance they will prove to be correct. Although Canadian Gold Hunter and Suramina have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Canadian Gold Hunter and Suramina undertake no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Other risks are set forth in the annual information form of Canadian Gold Hunter and of Suramina.
FOR FURTHER INFORMATION PLEASE CONTACT:
Canadian Gold Hunter Corp. / Suramina Resources Inc.
www.canadiangoldhunter.com / www.suramina.com