Radius and Pilagold agree to merger deal
2004-03-03 11:04 ET - News Release
See News Release (C-RDU) Radius Explorations Ltd
Mr. Simon Ridgway of Radius Explorations reports
RADIUS AND PILAGOLD ANNOUNCE MERGER
Radius Explorations and Pilagold have entered into an agreement whereby Radius and Pilagold will combine their respective businesses. Management believes this transaction offers significant benefits to both companies and their respective shareholders. The technical and financial strengths of the combined companies will create a first-rank exploration group, focused on gold in Central America.
The combination will be completed through the acquisition by Radius Explorations, of all of the common shares of Pilagold under a plan of arrangement. Under the terms of the arrangement, each Pilagold shareholder will be entitled to receive one common share of Radius for every 2.25 Pilagold shares held.
The combination of the businesses will have the following advantages to the shareholders of both companies:
the consolidation of the landholdings in Nicaragua will result in a formidable exploration entity in the most prospective country in the region;
the reduction of administrative and regulatory compliance costs;
the formation of a focused and dedicated management team; and
the elimination of any perceived conflicts of interest.
The resulting entity will be named Radius Gold. The board of directors of Radius Gold will be a combination of the existing Radius and PiIaGold directors, with Simon Ridgway remaining as president and chief executive officer of the resulting entity.
Upon the completion of the arrangement, shareholders of Pilagold will receive in total approximately 10,284,452 shares of Radius Gold, representing 20.6 per cent of the total 50,055,944 shares of Radius Gold that will then be outstanding. The cash position of Radius Gold will increase to over $20-million, with exploration permits over 1.2 million hectares in Central America.
The above transaction is subject to a number of customary conditions, including the finalization of formal documentation, receipt by the board of directors of both Radius and Pilagold of a fairness opinion regarding the transaction, court approval, regulatory approval and approval of the shareholders of both companies. Both Radius and Pilagold anticipate holding shareholder meetings at the beginning of May.
An information package regarding this transaction will be included in the notice of meeting material that will be mailed to the shareholders of both companies.
