Sage Gold and Consolidated Puma Announce Merger Agreement

Sage Gold Inc. (TSX VENTURE:SGX) ("Sage") and Consolidated Puma Minerals Corp.
(TSX VENTURE:CPW) ("Puma") are pleased to announce that the companies have
entered into an arrangement agreement providing for Sage to acquire all of the
outstanding shares of Puma in an all-share transaction. The combination of these
two companies will significantly enhance the cash position of Sage and provides
Puma shareholders with an investment in a company with a strong exploration team
and an exciting gold property portfolio in the Beardmore Geraldton Gold camp in
Northern Ontario. Puma currently has approximately $3.5 million in cash (before
closing and other costs).


Under the agreement, Puma shareholders will receive 1.137 common shares of Sage
for each Puma common share held. Based on the currently issued and outstanding
common shares of Puma, Sage will issue approximately 58.9 million common shares
to acquire all of the currently outstanding Puma common shares, resulting in
Puma shareholders holding approximately 25% of the combined entity. The
post-merger issued and outstanding common shares of Sage will be approximately
236 million. The agreement has been negotiated at arm's length and approved by
the Boards of Directors of both companies.


The transaction is to be effected pursuant to a plan of arrangement under the
Business Corporations Act (British Columbia), which will require approval of at
least 66 2/3% of the shares of Puma voted at Puma's upcoming annual and special
shareholders' meeting, expected to be held in July 2009, with the transaction
closing shortly thereafter. Completion of the transaction is subject to a number
of other conditions precedent, including receipt by Puma of a favourable
fairness opinion, and receipt of all necessary shareholder, stock exchange,
court and regulatory approvals. The combined entity will retain the Sage Gold
Inc. name and trading symbol SGX on the TSX Venture Exchange.


Full details of the transaction will be included in the Management Information
Circular to be filed with the regulatory authorities and mailed to Puma
shareholders in accordance with applicable securities laws.


Nigel Lees, Sage Gold's President and CEO commented that, "Combining with Puma
creates a strong platform to implement our business plan and continue an
aggressive exploration program in the Beardmore Geraldton Gold camp in Ontario
where Sage has extensive property holdings including the Golden Extension gold
discovery. This is the first acquisition in the Company's strategy to leverage
its strong management team and exciting properties to grow Sage and enhance
shareholder value."


Vahan Kololian, Puma's President and CEO, added, "The combination of our
companies enables Puma's shareholders to acquire a 25% share in a growing gold
company in the Beardmore Geraldton area of Ontario."


Fraser Mackenzie Limited is retained as financial advisor to the Board of
Directors of Puma and will provide a fairness opinion with respect to the
transaction.


SAGE is a mineral exploration and development company which has interests in
exploration properties in Ontario, Nevada and Arizona. Its main properties are
the Jacobus, Paint Lake, Solomon Pillars and Onaman properties in the Beardmore
Geraldton Gold camp and the Kerrs property in Ontario; and the Gold Hill
property in Arizona. Technical reports relating to the properties can be
obtained from the System for Electronic Document Analysis and Retrieval
("SEDAR") website at www.sedar.com.


PUMA is a mineral exploration and development company which currently has two
assets, a platinum group metals exploration property in the Kola Peninsula of
Northwest Russia, and approximately $3.5 million of cash. Further information
can be obtained from the SEDAR website at www.sedar.com.


Some statements contained in this release are forward-looking and, therefore,
involve uncertainties or risks that could cause actual results to differ
materially. Such forward-looking statements include comments regarding mining
and milling operations, mineral resource statements and exploration program
performance. Factors that could cause actual results to differ materially
include metal price volatility, economic and political events affecting metal
supply and demand, fluctuations in mineralization grade, geological, technical,
mining or processing problems, exploration programs, future results of
exploration programs, future profitability and production, and general market,
economic and financing conditions. Sage and Puma disclaim any obligation to
update forward-looking statements.


The securities described herein have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements.


This press release does not constitute an offer of any of the securities
described herein in any jurisdiction.
Consolidated Puma Minerals Corp Com Npv (TSXV:CPW)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024