Gold-Ore Resources Ltd TSX:GOZ and Astur Gold Corp TSXV:AST announced a plan of arrangement in which Gold-Ore will acquire all Astur shares to form a combined company to be called Astur Gold Corp. Under the agreement, each Astur shareholder will receive 2.35 common shares of Gold-Ore for each common share of Astur and the combined company will implement a 3-for-1 rollback of its issued and outstanding shares.
The transaction will be subject to at least 66.66% approval vote by Astur shareholders and 50% plus one vote by Gold-Ore shareholders, execution of the definitive agreement, approval of the TSX and TSXV and other customary closing conditions. The new company will have a portfolio of production and near-term production assets in Sweden and Spain.
Gold-Ore Chairman/CEO Glen Dickson remarked, “The merger with Astur Gold provides Gold-Ore shareholders the opportunity to participate in the near-term development of western Europe’s most promising gold deposit. Astur Gold shareholders will benefit from Gold-Ore’s cash and cash-flow to fund the Salave Deposit through feasibility and into initial development with no further dilution. We are certain that shareholders of both companies will truly benefit from the merger.”
Astur CEO/Director Cary Pinkowski stated, “The combination of Astur Gold and Gold-Ore is truly a complementary transaction bringing together a strong platform of technical, operational and financial management. Our new company will have a first-mover advantage on consolidating the European gold space and presents a strong growth profile focused on enhancing shareholder value with the singular objective of becoming a major European gold producer.”
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by Greg Klein