Duran Ventures and MacMillan Gold Completes Arrangement
03 Novembro 2008 - 12:00PM
Marketwired
George A. Brown, CEO of both Duran Ventures Inc. (TSX VENTURE: DRV)
and MacMillan Gold Corp. (TSX VENTURE: MMG-Halted), is pleased to
provide the following update on the Arrangement as fully described
in the Joint Information Circular dated September 12, 2008 as filed
on SEDAR.
The steps required to effect the closing process for the Plan of
Arrangement as described in Schedule D to the Joint Information
Circular were completed by October 31, 2008. MacMillan Minerals
Inc. issued 31,027,375 common shares to MacMillan Gold in exchange
for the transfer of assets and liabilities as described in Schedule
K, Transfer Agreement, in the Joint Information Circular. MacMillan
Gold have provided the shares to Equity Transfer & Trust
Company to distribute to the shareholders of MacMillan Gold on the
basis of one MacMillan Minerals share for each two MacMillan Gold
shares. MacMillan Minerals now owns 100% of Exploracion Mac-Ore
S.A. de C.V., the company which owns title to all Mexico
exploration properties previously owned by MacMillan Gold.
MacMillan Minerals intends to file a prospectus filing with the
Ontario Securities Commission in November and apply for a TSX
Venture listing.
MacMillan Gold then merged with Duran Resources ULC, a wholly
owned subsidiary of Duran Ventures for the consideration of
31,027,375 Duran Ventures common shares which were delivered to
Equity Transfer & Trust Company to distribute to the
shareholders of MacMillan Gold on the basis of one Duran share for
each two MacMillan Gold shares. Duran Ventures now has 58,861,518
shares issued and outstanding (Fully diluted 65,792,533). MacMillan
Gold contributed $1,000,000 of cash, the defined Minimum Working
Capital Requirement, and the remaining 50% ownership of Minera
Aguila de Oro, the Peruvian company which owns title to the
exploration properties in Peru including the Aguila Cu-Mo Project
and the Pasacancha Ag-Au-Pb-Zn Project. Duran Ventures now owns
100% of these Peru properties with no underlying royalties.
Equity Transfer & Trust Company will distribute the shares
of MacMillan Minerals and of Duran Ventures to the previous owners
of MacMillan Gold shares. This will be done automatically for
shares held beneficially through brokerage accounts. Shareholders
with registered MacMillan Gold share certificates are required to
complete a Transmittal Form and forward it to Equity Transfer &
Trust with the original MacMillan Gold share certificates. A
Transmittal Form was included in the mailing materials to all
registered shareholders for the October 14, 2008 Special Meeting
and is also available on SEDAR.
A Shareholder Rights Plan Agreement, subject to regulatory
approval, was executed on October 31, 2008 between Duran Ventures
and Equity Transfer & Trust Company. The plan was approved by
Duran Ventures shareholders on October 14, 2008.
The continuance of the existing 10% rolling stock option plan as
approved by Duran Ventures shareholders on October 14, 2008 was
submitted to and approved by the TSX Venture. All outstanding
MacMillan Gold stock options were converted to Duran stock options
on October 31, 2008 on the basis of half the number exercisable at
twice the price with no change to the original expiry dates. This
resulted in the following Duran stock options:
337,500 stock options exercisable at $0.60 expiring April 13,
2009.
845,000 stock options exercisable at $0.74 expiring March 31,
2010.
162,500 stock options exercisable at $1.02 expiring September
28, 2010.
87,500 stock options exercisable at $1.20 expiring December 28,
2010.
500,000 stock options exercisable at $1.04 expiring April 4,
2011.
The shareholder approved continuance of Duran Ventures under the
Canada Business Corporations Act was completed by October 31.
The Arrangement was subject to Court approval and TSX Venture
final approval. The Final Order of the Court was issued on October
15, 2008 and approved completion of the Arrangement by October 31,
2008. The TSX Venture conditional approval was subject to
completion of the Plan of Arrangement which is now complete. The
TSX Venture final approval will be immediately sought and will
result in the delisting of the shares of MacMillan Gold.
Duran Ventures Inc. and MacMillan Gold Corp .are Canadian
resource companies listed on the TSX Venture Exchanges: Symbols
"DRV" & "MMG".
The TSX Venture Exchange has not reviewed and accepts no
responsibility for the adequacy or accuracy of this news
release.
Contacts: Duran Ventures Inc. George A Brown CEO (416) 867-1101
(416) 867-1222 (FAX) Email: duranventures@ca.inter.net MacMillan
Gold Corp. George A Brown CEO (416) 867-1101 (416) 867-1222 (FAX)
Email: macmillangold@ca.inter.net
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