Klondike Gold Proceeds with Offer for Klondike Star Shares
24 Mars 2014 - 4:05PM
Business Wire
Klondike Gold Corp. (TSX.V:KG) (“Klondike” or the “Company”) is
pleased to announce that it is proceeding with its proposal to
acquire a majority interest in the issued and outstanding shares of
Klondike Star Mineral Corporation ("KSMC"), a widely held, private
Delaware company, announced in the Company's news release of March
1, 2012. Klondike Gold is offering each shareholder of KSMC the
opportunity to exchange each share of KSMC they hold for 0.25
Klondike Gold shares. This Offer to Exchange (the "Offer") is
subject to shareholders of KSMC tendering for exchange a minimum of
51% of the outstanding shares of KSMC. With a total of 68,653,461
shares of KSMC issued and outstanding, Klondike Gold may issue up
to 17,163,365 shares if 100% of the shares of KSMC are tendered for
exchange.
Klondike Gold's principal focus has been the exploration and
development of a group of 974 quartz claims situated in the Yukon
and covering an area of approximately 185 square kilometres,
including claims underlying a large part of the Bonanza-Eldorado
Creeks catchment area credited with providing over 50% of the
historic alluvial (placer) gold production from the Klondike gold
field. Klondike Gold holds a 22.5% interest in these claims
directly and another 50% interest is held by Lonestar Gold Inc., a
private company, which is 80% owned by Klondike Gold.
KSMC's principal assets are its holdings of the remaining
interests in these 974 quartz claims, 27.5% of which it holds
directly, along with a 20% interest in Lonestar Gold Inc.
Additionally, KSMC owns directly a further 368 quartz claims
covering an area of approximately 61 square kilometres that are
adjacent and/or contiguous to the base group of 974 quartz
claims.
The objective of the Offer is to acquire control of KSMC and
thereby consolidate the title to this package of a total of 1,342
quartz claims covering approximately 246 square kilometres part of
which underlie 70% of the Bonanza-Eldorado Creeks catchment area of
the historic Klondike gold fields to enhance the ability to finance
the further development of these claims.
In addition to the interest in the quartz claims described
above, KSMC also holds title to 188 placer claims in the Yukon
extending approximately 60 miles along the Indian River at the
confluence with Montana Creek, subject to a 5% gross production
royalty payable by KSMC to the vendors. In 2012, by way of a
Royalty and Lease Agreement, KSMC granted an exclusive lease of the
claims and the mining rights thereto, including the water licence
and the mining permit held by KSMC, to Klondike Gold.
Peter Tallman, President and CEO of Klondike Gold, commented:
"Klondike Gold's vision to create a successful exploration
enterprise in the Yukon first requires consolidation of the
property titles into one business entity. The addition into
Klondike Gold’s portfolio of KSMC's interests in the key
Bonanza-Eldorado area mineral claims, as well as the other KSMC
mineral claims nearby, plus the alluvial placer claims creates a
combination with the threshold needed to attain that vision."
The offer is being made by Klondike Gold as an exempt take-over
bid under Canadian securities regulations and is subject to
acceptance for filing by the TSX Venture Exchange.
ABOUT KLONDIKE GOLD CORP.Klondike Gold Corp., is a
Canadian exploration company with offices in Vancouver, British
Columbia, and Dawson City, Yukon. The Company is focused on the
development of its Yukon gold properties, and also holds a large
portfolio of gold and base metal projects in southeastern British
Columbia.
On behalf of Klondike Gold Corp.
“Peter Tallman”
President and CEO(604) 685-2222
E-mail: info@klondikegoldcorp.com
WWW.KLONDIKEGOLDCORP.COM
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking
statements, which reflect the expectations of management regarding
the acquisition of the shares of Klondike Star Mineral Corporation
("KSMC") and the combination of the companies. Forward-looking
statements consist of statements that are not purely historical,
including any statements regarding beliefs, plans, expectations or
intentions regarding the future, and include statements regarding:
(a) the tender of shares of KSMC to the Offer by shareholders of
KSMC, and acceptance thereof by Klondike Gold, (b) the acquisition
of a minimum of 51% of the issued and outstanding shares of KSMC by
Klondike Gold, and (c) the receipt of approval from the TSX Venture
Exchange for the acquisition of the shares of KSMC. Such statements
are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from
those contained in the statements, including: (1) the shareholders
of KSMC do not respond to the Offer or do not tender the minimum
51% of the shares of KSMC, (2) TSX Venture Exchange approval is not
obtained for the acquisition of the shares or the closing of the
transaction, (3) the inherent uncertainties and speculative nature
associated with the exploration for gold mineralization, including
the actual results of current exploration activities, changes in
project parameters as plans continue to be refined, failure of
equipment or processes to operate as anticipated, accidents or
other risks of the mining industry, (4) a decrease in the demand
for and/or a decrease in the price for gold, (5) any number of
events or causes which may delay or cease exploration and
development of the Company’s property interests, such as
environmental liabilities, weather, mechanical failures, safety
concerns and labour problems, (6) the risk that the Company does
not execute its business plan, (7) inability to retain key
employees, (8) inability to finance operations and growth, (9) an
extended downturn in general economic conditions in North America
and internationally, (10) an increase in the number of competitors
with larger resources, and (11) other factors beyond the Company’s
control. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits the Company will obtain from them.
These forward-looking statements reflect management’s current views
and are based on certain expectations, estimates and assumptions
which may prove to be incorrect. These forward-looking statements
are made as of the date of this news release and the Company
assumes no obligation to update these forward-looking statements,
or to update the reasons why actual results differed from those
projected in the forward-looking statements. Additional information
about these and other assumptions, risks and uncertainties are set
out in the “Risks and Uncertainties” section in the Company’s
MD&A filed with Canadian security regulators at
www.sedar.com.
Klondike Gold Corp.Peter Tallman, 604-685-2222President and
CEOinfo@klondikegoldcorp.com
Klondike Gold (TSXV:KG)
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