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Thursday, 01/19/2012 3:30:03 PM

Thursday, January 19, 2012 3:30:03 PM

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Astur Gold and Gold-Ore Resources Announce $150 Million Merger Creating a European Leader in Gold Production, Development and Exploration -

http://tmx.quotemedia.com/article.php?newsid=46977298&qm_symbol=GOZ

Transaction Details

The proposed business combination between Astur Gold and Gold-Ore is expected to be completed by way of a court-approved plan of arrangement whereby Gold-Ore would acquire all of the issued shares of Astur Gold (the "Arrangement"). The Transaction will be subject to certain standard conditions including: the approval of holders of not less than 66 2/3% of the total votes cast by holders of Astur Gold common shares; the approval of holders of not less than 50% plus one vote of the total votes cast by holders of Gold-Ore common shares; execution of definitive agreement; the approval of the Toronto Stock Exchange and TSX Venture Exchange; and other customary closing conditions.

Gold-Ore currently has 85,402,309 shares outstanding and will
issue 81,088,369 new shares for all outstanding shares of
Astur Gold.
A concurrent 3 for 1 roll back of the new combined company
will result in 55,496,893 shares outstanding.
Following the Transaction, Gold-Ore has agreed to change its
name to "Astur Gold Corp." and maintain Toronto Stock Exchange
listing.
Gold-Ore shareholders will own 51.3% of the new company.


Full details of the Transaction will be included in the Gold-Ore management information circular and the Astur Gold proxy statement, both of which are expected to be mailed to their respective shareholders as soon as practical.

Under the terms of the Transaction, shareholders of Astur Gold will receive 2.35 common shares of Gold-Ore (the "Exchange Ratio") for each share of Astur Gold held. All of Astur Gold's unexercised options will be exchanged for Gold-Ore options with the number and exercise prices of such options to be adjusted based on the Exchange Ratio.

The business combination includes a commitment by each of Astur Gold and Gold-Ore to not solicit alternative transactions to the Transaction. Each company has agreed to pay a break fee to the other party of $2.5 million upon the occurrence of certain events.


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