Merger Update
03 Abril 2003 - 7:32AM
UK Regulatory
RNS Number:5922J
St. Barbara Mines Limited
03 April 2003
ASX SHAREHOLDERS REPORT
Revision to Proposed Merger to form Defiance Mining Corporation
The proposed Business Combination of St Barbara Mines Limited, Geomaque
Explorations Ltd and Midas Gold plc to form Defiance Mining Corporation has been
revised based on recommendations from respective financial advisers.
The revised proposal will see a sequential, rather than concurrent process, with
Geomaque acquiring Midas to create Defiance, followed by the merger of St
Barbara and Defiance.
Geomaque shareholder meetings to approve the first step are scheduled for early
June 2003.
The advantages to St Barbara shareholders are:
(1) the pre-condition for Defiance to be listed will have been achieved; and
(2) the value of the share exchange will be more certain.
Stephen Miller
Executive Chairman
3 April 2003
3 April 2003
St Barbara Mines Limited and Geomaque Explorations Ltd Revise Previously
Announced Transaction to Create Defiance Mining Corporation
(Perth, Australia; Toronto, Canada) St Barbara Mines Limited (ASX:SBM, AIM:SBM)
("St Barbara") and Geomaque Explorations Ltd (TSX:GEO)("Geomaque") announced
today that given current market conditions the parties have agreed to revise the
transaction initially announced on January 8, 2003.
The creation of Defiance Mining Corporation ("Defiance") will now be undertaken
through a process involving:
(1) The acquisition by Geomaque of all of the shares of Midas
Gold plc ("Midas"), followed by a statutory amalgamation of Geomaque into a
Quebec subsidiary of Defiance to create Defiance.
(2) Subsequent to the completion of the Midas and Geomaque
transactions, and Defiance being listed on the Toronto Stock Exchange, Defiance
will proceed to pursue a business combination with St Barbara on terms to be
agreed upon, subject to regulatory, Board and shareholder approval and the
appropriate fairness opinions and completion of due diligence reviews.
Acquisition of Midas Gold plc
Subject to shareholder and other regulatory approvals , Geomaque will, pursuant
to existing share purchase agreements with all of the shareholders of Midas,
complete the acquisition of Midas on the basis of the previously agreed exchange
ratio of 3.52 common shares of Geomaque for each ordinary share of Midas.
Thereafter, Geomaque will complete a statutory amalgamation into Defiance Mining
Corporation, a Canadian corporation ("Defiance"), as previously announced. Upon
completion of these transactions, which continue to be conditional on the
listing of the Defiance shares on the Toronto Stock Exchange, Defiance will have
approximately 51.7 million common shares outstanding, which will be owned as
approximately 50.1% by existing Geomaque shareholders and 49.9% by existing
Midas shareholders.
It is intended that upon completion of the foregoing transactions, the Board of
Directors of Defiance would be comprised of Clifford Davis (Chairman of
Geomaque) as Chairman, John Hick (President and Chief Executive Officer of
Geomaque) as President and CEO, Gordon Bogden (a Director of Geomaque), Stephen
Miller, the Executive Chairman of St Barbara, Kevin Dundo (a non-executive
Director of St Barbara), Russell Cranswick, Vice President, Resource Capital
Funds and Bruce Higson-Smith (a Director of Geomaque). Stephen Miller is the
Chairman of Strata Mining Corporation, which holds approximately 39.2% of the
ordinary shares of Midas. Kevin Dundo is the non-executive Chairman of Midas.
It is anticipated that an annual and special meeting of shareholders of Geomaque
will be held in early June 2003 to, among other matters, approve the acquisition
of Midas and the statutory amalgamation into Defiance.
Enquiries regarding this report may be directed to:
Stephen W. Miller Executive Chairman
Telephone (08) 9476 5555
Overseas +61 8 9476 5555
or
Colin G. Jackson
Investor Relations
Telephone 0417 929 107
St Barbara Mines Limited
Level 2, 16 Ord Street
West Perth
Western Australia 6005
Telephone (08) 9476 5555
Overseas +61 8 9476 5555
This information is provided by RNS
The company news service from the London Stock Exchange
END
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