St. Eugene Shareholders Approve Merger Transaction with Claude Resources

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Claude Resources Inc.
CGR
announces that St. Eugene Mining Corporation Limited shareholders have approved the acquisition, by Claude, of all of the issued and outstanding shares of St. Eugene that it does not already own pursuant to a court-approved plan of arrangement. The closing of the Arrangement is conditional on receipt of final approval from the Supreme Court of British Columbia as well as final approval from the TSX Venture Exchange. The closing of the Arrangement is expected to occur on or about January 31, 2012. The consideration offered under the Arrangement is approximately $15 million plus proportionate ownership of Satori Resources Inc. which will hold the Tartan Lake Gold Mine Project. The Arrangement is the logical consolidation of the Amisk Gold Project. St. Eugene shareholders will benefit from a meaningful premium, the increased liquidity of their investment, exposure to the current gold price through production at the Seabee Gold Operation and outstanding exploration upside on Claude's Seabee, Amisk and Madsen projects. Under the terms of the Arrangement, each shareholder of St. Eugene will receive 0.0789 of a Claude share per St. Eugene share. Additionally, at closing, each St. Eugene shareholder will receive 0.25 common shares of Satori in respect of each St. Eugene share. Satori will be transferred St. Eugene's interests in Tartan and approximately $800,000 in cash. Claude will maintain its pro-rata stake in Satori. In addition, Claude will reduce its existing net smelter return royalty on Tartan from a sliding scale to 2 percent. The net smelter return royalty can be repurchased at any time by Satori for $1 million per each 1 percent. It is anticipated that the current members of St. Eugene's Board of Directors will sit as board members of Satori.
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