Underworld Resources Inc. Announces Definitive Agreement to Be Acquired by Kinross Gold Corporation
16 Mars 2010 - 6:43AM
Marketwired
Underworld Resources Inc. (TSX VENTURE: UW) announced today that,
further to Underworld's press release dated March 11, 2010, it has
entered into a support agreement with Kinross Gold Corporation
("Kinross") (TSX: K). Pursuant to the agreement, Kinross will offer
to acquire 100% of the outstanding common shares of Underworld (the
"Common Shares"), other than the 8.5% of the Common Shares already
owned by Kinross (on a fully-diluted basis), by way of a friendly
take-over bid on the basis of 0.141 of a Kinross common share plus
$0.01 in cash per Common Share, and Underworld has agreed to
support the offer. In addition, Underworld's directors and senior
management have entered into lock-up agreements with Kinross
pursuant to which they have agreed to tender their Common Shares to
the offer.
Full details of the offer will be included in the formal offer
and take-over bid circular (the "Circular") expected to be mailed
to Underworld shareholders shortly. The offer will be open for
acceptance for at least 35 days following the commencement of the
offer. The offer will be subject to several conditions, including
acceptance of the offer by the holders of Common Shares (including
any Common Shares issuable on exercise of options or warrants)
which, together with the Common Shares and warrants directly or
indirectly owned by Kinross, constitutes at least two-thirds of the
outstanding Common Shares (calculated on a fully-diluted basis) and
the receipt of all necessary regulatory approvals. It is expected
that if Kinross acquires at least two-thirds of the outstanding
Common Shares, Kinross will take steps to acquire all outstanding
Common Shares not acquired pursuant to the offer. If 100% of the
Common Shares are acquired, Kinross expects to issue approximately
6.8 million common shares pursuant to the transaction (based on the
fully-diluted share capital of Underworld), representing
approximately 1.0% of Kinross' current outstanding common
shares.
Underworld Resources is a Vancouver based junior exploration
company that has defined a substantial new gold discovery in the
Yukon 95 km south of Dawson City.
ON BEHALF OF THE BOARD OF DIRECTORS
Adrian Fleming, President
Forward Looking Statement
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 Company's control, including, but not
exclusively, statements regarding potential mineralization,
exploration results, completion of work program and studies, and
future plans and objectives of the Company. 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.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Contacts: Underworld Resources Inc. Jeff Sundar Investor
Relations 604-684-4001 info@underworldresources.com
www.underworldresources.com
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