Friday, February 18, 2011 11:32:37 AM
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Horseshoe Gold arranges RTO with Cosigo
2010-11-01 14:59 ET - News Release
Mr. James McInnes reports
Horseshoe Gold Mining Inc. has entered into an arrangement agreement with Cosigo Resources Inc., providing for the acquisition by the company of all of the issued and outstanding shares and other securities of Cosigo. The agreement gives effect to the reverse takeover transaction announced by the company in Stockwatch on July 14, 2010.
In connection with the transaction, the company will effect a share consolidation and change its name to Cosigo Resources Ltd. The company will also undertake a concurrent private placement, each as more particularly described below.
Upon completion of the transaction, the company anticipates that it will continue to be classified as a mining issuer under the TSX Venture Exchange policies and will be engaged in the exploration of prospective gold properties in Colombia and Brazil. The company's principal property will be the Machado property, a gold exploration project on a 9,973.09-hectare mineral concession located in the Taralra gold belt in the province of Vaupes in southeastern Colombia.
Cosigo and the company are not non-arm's-length parties within the meaning of the policies of the TSX Venture Exchange.
Terms of the transaction
The transaction will be affected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) among the company, Cosigo and the Cosigo securityholders.
Under the plan of arrangement, the company will acquire all of the issued and outstanding shares of Cosigo in exchange for such number of Horseshoe common shares that will result in former Cosigo shareholders holding, as a group, 60 per cent of the postconsolidation (but prefinancing) outstanding Horseshoe shares. The exact exchange ratio will be fixed and announced by the company and Cosigo on the record date for the transaction, based on the number of common shares of each of Cosigo and Horseshoe then outstanding. Outstanding common share purchase warrants and options of Cosigo will also be exchanged for warrants and options of the company in accordance with the same exchange ratio. The warrants and options to be issued by the company will contain substantially the same terms as the warrants and options of Cosigo being cancelled pursuant to the agreement, subject to adjustment of exercise price and the number of Horseshoe shares or other securities issuable on exercise thereof to give effect to the exchange ratio.
Horseshoe and Cosigo have agreed to use best efforts to complete the transaction on or before Jan. 31, 2011.
Each of Horseshoe and Cosigo have agreed that, until completion of the transaction or termination of the agreement, it will not solicit, initiate or encourage any sale of its securities to a third party.
Conditions of closing
Completion of the transaction will be subject to certain conditions, including:
* The company obtaining the consent of the exchange and the approval of its shareholders for the transaction, including the issuance of the transaction shares and the proposed consolidation;
* Cosigo obtaining the approval of its securityholders and the court in connection with the plan of arrangement;
* Cosigo shareholders shall not have exercised dissent rights in respect of the plan of arrangement in excess of 5 per cent of the issued and outstanding Cosigo shares;
* Cosigo and the company obtaining approval from their respective boards of directors;
* Neither Cosigo nor the company shall have suffered a material adverse change.
The company and Cosigo will be calling a special meeting of their respective shareholders to consider the transaction and related matters.
Concurrent financing
Horseshoe plans to complete a concurrent, non-brokered private placement of up to $5-million through the sale of up to 10 million units at a price of 50 cents per unit. It is proposed that each unit will comprise one Horseshoe common share and one-half of one Horseshoe common share purchase warrant, with each full Horseshoe warrant entitling the holders thereof to purchase a like number of Horseshoe shares for a period of three years at an exercise price or $1.00 per Horseshoe common share during the first year, an exercise price of $1.25 during the second year and an exercise price of $1.50 during the third year.
If on any 30 consecutive trading days the closing price of the Horseshoe shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange (or such other stock exchange, quotation system or market on which such shares are then listed) is greater than $1.25 during the first year-of the warrant term, is greater than $1.50 during the second year of the warrant or is greater than $1.75 during the third year of the warrant, then the company may accelerate the expiry date of the warrants to the 30th day after the date on which the company gives notice to the subscriber in accordance with the warrant of such acceleration. Any warrants not exercised on or before such 30th business day will expire and will no longer be exercisable to acquire shares.
The closing of the concurrent financing will be conditional upon the closing of the transaction. The net proceeds of the concurrent financing will be used to advance exploration of the Machado property and for general working capital purposes.
It is anticipated that a portion of the concurrent financing may be completed on a brokered basis. Terms, conditions and documentation for the concurrent financing may change subject to market conditions.
Changes of officers and directors
Under the terms of the agreement, the board of directors of the company at closing of the transaction will comprise seven directors, five appointed by Cosigo and two appointed by Horseshoe. A new management team will also be appointed on closing of the transaction. Upon such appointment, the company will issue a press release setting out the biographies of such directors and officers.
Description of the consolidation
Horseshoe will consolidate its outstanding shares on the basis of one new share for four old shares immediately prior to the completion of the transaction. Accordingly, Horseshoe shareholders will be asked, at the special meeting of Horseshoe shareholders called in connection with the transaction, to pass an ordinary resolution authorizing the consolidation. The company currently has 62,650,183 common shares outstanding an additional 33,889,620 common shares reserved for issuance pursuant to outstanding warrants and an additional 5.2 million common shares reserved for issuance pursuant to outstanding options. Postconsolidation (but prior to completion of the transaction and the concurrent financing) the company will have approximately 15,662,541 common shares issued and outstanding and 9,772,405 common shares reserved for issuance pursuant to outstanding warrants and options. Upon completion of the transaction and the proposed consolidation, but prior to the completion of the concurrent financing and assuming no additional securities of either Cosigo or the company are issued prior to closing, it is anticipated that the company will have approximately 41,422,929 common shares issued and outstanding, 20,808,856 warrants and 1.9 million stock options.
Name change
On completion of the transaction, the company intends to change its name to Cosigo Resources Ltd. or such other name as may be approved by its board of directors.
Resumption of trading
Trading in the company's shares will remain halted until the transaction is accepted by, or satisfactory documentation has been filed with, the exchange pursuant to Section 3.4 of exchange Policy 5.2.
Horseshoe Gold arranges RTO with Cosigo
2010-11-01 14:59 ET - News Release
Mr. James McInnes reports
Horseshoe Gold Mining Inc. has entered into an arrangement agreement with Cosigo Resources Inc., providing for the acquisition by the company of all of the issued and outstanding shares and other securities of Cosigo. The agreement gives effect to the reverse takeover transaction announced by the company in Stockwatch on July 14, 2010.
In connection with the transaction, the company will effect a share consolidation and change its name to Cosigo Resources Ltd. The company will also undertake a concurrent private placement, each as more particularly described below.
Upon completion of the transaction, the company anticipates that it will continue to be classified as a mining issuer under the TSX Venture Exchange policies and will be engaged in the exploration of prospective gold properties in Colombia and Brazil. The company's principal property will be the Machado property, a gold exploration project on a 9,973.09-hectare mineral concession located in the Taralra gold belt in the province of Vaupes in southeastern Colombia.
Cosigo and the company are not non-arm's-length parties within the meaning of the policies of the TSX Venture Exchange.
Terms of the transaction
The transaction will be affected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) among the company, Cosigo and the Cosigo securityholders.
Under the plan of arrangement, the company will acquire all of the issued and outstanding shares of Cosigo in exchange for such number of Horseshoe common shares that will result in former Cosigo shareholders holding, as a group, 60 per cent of the postconsolidation (but prefinancing) outstanding Horseshoe shares. The exact exchange ratio will be fixed and announced by the company and Cosigo on the record date for the transaction, based on the number of common shares of each of Cosigo and Horseshoe then outstanding. Outstanding common share purchase warrants and options of Cosigo will also be exchanged for warrants and options of the company in accordance with the same exchange ratio. The warrants and options to be issued by the company will contain substantially the same terms as the warrants and options of Cosigo being cancelled pursuant to the agreement, subject to adjustment of exercise price and the number of Horseshoe shares or other securities issuable on exercise thereof to give effect to the exchange ratio.
Horseshoe and Cosigo have agreed to use best efforts to complete the transaction on or before Jan. 31, 2011.
Each of Horseshoe and Cosigo have agreed that, until completion of the transaction or termination of the agreement, it will not solicit, initiate or encourage any sale of its securities to a third party.
Conditions of closing
Completion of the transaction will be subject to certain conditions, including:
* The company obtaining the consent of the exchange and the approval of its shareholders for the transaction, including the issuance of the transaction shares and the proposed consolidation;
* Cosigo obtaining the approval of its securityholders and the court in connection with the plan of arrangement;
* Cosigo shareholders shall not have exercised dissent rights in respect of the plan of arrangement in excess of 5 per cent of the issued and outstanding Cosigo shares;
* Cosigo and the company obtaining approval from their respective boards of directors;
* Neither Cosigo nor the company shall have suffered a material adverse change.
The company and Cosigo will be calling a special meeting of their respective shareholders to consider the transaction and related matters.
Concurrent financing
Horseshoe plans to complete a concurrent, non-brokered private placement of up to $5-million through the sale of up to 10 million units at a price of 50 cents per unit. It is proposed that each unit will comprise one Horseshoe common share and one-half of one Horseshoe common share purchase warrant, with each full Horseshoe warrant entitling the holders thereof to purchase a like number of Horseshoe shares for a period of three years at an exercise price or $1.00 per Horseshoe common share during the first year, an exercise price of $1.25 during the second year and an exercise price of $1.50 during the third year.
If on any 30 consecutive trading days the closing price of the Horseshoe shares (or the closing bid, if no sales were reported on a trading day) as quoted on the TSX Venture Exchange (or such other stock exchange, quotation system or market on which such shares are then listed) is greater than $1.25 during the first year-of the warrant term, is greater than $1.50 during the second year of the warrant or is greater than $1.75 during the third year of the warrant, then the company may accelerate the expiry date of the warrants to the 30th day after the date on which the company gives notice to the subscriber in accordance with the warrant of such acceleration. Any warrants not exercised on or before such 30th business day will expire and will no longer be exercisable to acquire shares.
The closing of the concurrent financing will be conditional upon the closing of the transaction. The net proceeds of the concurrent financing will be used to advance exploration of the Machado property and for general working capital purposes.
It is anticipated that a portion of the concurrent financing may be completed on a brokered basis. Terms, conditions and documentation for the concurrent financing may change subject to market conditions.
Changes of officers and directors
Under the terms of the agreement, the board of directors of the company at closing of the transaction will comprise seven directors, five appointed by Cosigo and two appointed by Horseshoe. A new management team will also be appointed on closing of the transaction. Upon such appointment, the company will issue a press release setting out the biographies of such directors and officers.
Description of the consolidation
Horseshoe will consolidate its outstanding shares on the basis of one new share for four old shares immediately prior to the completion of the transaction. Accordingly, Horseshoe shareholders will be asked, at the special meeting of Horseshoe shareholders called in connection with the transaction, to pass an ordinary resolution authorizing the consolidation. The company currently has 62,650,183 common shares outstanding an additional 33,889,620 common shares reserved for issuance pursuant to outstanding warrants and an additional 5.2 million common shares reserved for issuance pursuant to outstanding options. Postconsolidation (but prior to completion of the transaction and the concurrent financing) the company will have approximately 15,662,541 common shares issued and outstanding and 9,772,405 common shares reserved for issuance pursuant to outstanding warrants and options. Upon completion of the transaction and the proposed consolidation, but prior to the completion of the concurrent financing and assuming no additional securities of either Cosigo or the company are issued prior to closing, it is anticipated that the company will have approximately 41,422,929 common shares issued and outstanding, 20,808,856 warrants and 1.9 million stock options.
Name change
On completion of the transaction, the company intends to change its name to Cosigo Resources Ltd. or such other name as may be approved by its board of directors.
Resumption of trading
Trading in the company's shares will remain halted until the transaction is accepted by, or satisfactory documentation has been filed with, the exchange pursuant to Section 3.4 of exchange Policy 5.2.
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