Golden Goose and Kodiak Exploration Sign Binding Merger Agreement
31 Agosto 2010 - 12:26PM
Marketwired
Golden Goose Resources Inc. (TSX VENTURE: GGR) ("Golden Goose") and
Kodiak Exploration Limited (TSX VENTURE: KXL)(FRANKFURT: KX3)
("Kodiak") are pleased to announce that they have signed a binding
definitive merger agreement. Golden Goose and Kodiak have agreed to
proceed with a business combination by way of a corporate
Arrangement pursuant to the provisions of the Companies Act of
Quebec. The Arrangement will effectively combine the assets of both
companies on a consolidated basis, with Golden Goose Resources
becoming a wholly-owned subsidiary of Kodiak.
Under the terms of the definitive merger agreement between
Golden Goose and Kodiak, shareholders of Golden Goose Resources
will exchange their issued common shares for new common shares and
warrants of Kodiak, on the basis of 1.2 new shares of Kodiak and
one quarter (0.25) of a Kodiak Share Purchase Warrant for each
outstanding share of Golden Goose Resources. The Kodiak Warrant is
exercisable for three years at a price of $0.45 with an
acceleration clause should Kodiak shares listed on the TSX Venture
Exchange trade above $0.60 for twenty consecutive trading days.
Upon closing the transaction, David Watkins, currently a member of
the Golden Goose Board of Directors, will join the Kodiak Board of
Directors.
Using a twenty day VWOP (Volume Weighted Opening Price through
August 28, 2010) of $0.20 for Golden Goose shares and $0.21 for
Kodiak shares, the 1.2 exchange ratio plus the fair value of the
quarter Share Purchase Warrant ($0.03) produces a premium of 40%
for Golden Goose shareholders.
All convertible securities of Golden Goose will be exchanged for
convertible securities of Kodiak on the same basis, adjusted
accordingly to reflect the share exchange ratio. The completion of
the Arrangement is subject to standard conditions precedent
applicable to statutory plans of arrangement, including standard
commercial conditions precedent, approval of the common
shareholders of Golden Goose, deregistration of Golden Goose shares
in the US, and court approval. The transaction is scheduled to
close in the fourth quarter of 2010.
A special general meeting of Golden Goose shareholders will be
held early in the fourth quarter of 2010 to approve the
Arrangement. Golden Goose shareholders will receive an Information
Circular setting out further details of the proposed transaction;
the Information Circular will also be filed and made available on
SEDAR (www.sedar.com).
National Bank Financial acted as financial advisor to Golden
Goose on this transaction; KPMG Corporate Finance Inc. and Casimir
Capital L.P. acted as financial advisors to Kodiak in connection
with this transaction.
On behalf of the Boards of Directors:
Brian J. Maher, President and Chief Executive Officer, Kodiak
Exploration Limited
Francois Perron, President and Chief Executive Officer, Golden
Goose Resources Inc.
This release may contain forward-looking statements or
statements that relate to programs that involve a number of risks
and uncertainties. Actual events or results could differ materially
from the Company's expectations and projections.
Neither 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.
Contacts: Kodiak Exploration Limited Brian J. Maher President
and CEO 1-604-688-9006 1-604-688-9029 (FAX) ir@kodiakexp.com
www.kodiakexp.com Renmark Financial Communications Inc. Jason Roy
(514) 939-3989 or (416) 644-2020 jroy@renmarkfinancial.com Renmark
Financial Communications Inc. Arash Shahi (514) 939-3989 or (416)
644-2020 ashahi@renmarkfinancial.com Renmark Financial
Communications Inc. - Media Guy Hurd (514) 939-3989 or (416)
644-2020 ghurd@renmarkfinancial.com www.renmarkfinancial.com Golden
Goose Resources Inc. Francois Perron President and CEO
1-888-928-4667 1-888-494-5371 (FAX) perron@goldengooseres.com
www.goldengooseres.com
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