NR consolidation..name change ...annual meeting shareholder approvals
posted on
May 04, 2010 11:56AM
see Brigus Gold for current activity
Apollo Gold Unwinds Foreign Currency Hedges and Pays Down Debt by ~US$8 Million Denver, Colorado; Halifax, Nova Scotia; April 26, 2010 – Apollo Gold Corporation (TSX: APG,
NYSE Amex: AGT) (“Apollo”) and Linear Gold Corp. (TSX:LRR) (“Linear”) announce that Apollo has unwound its Canadian dollar currency hedges that were originally entered into in connection with Apollo’s US$70 million Black Fox Project Facility Agreement (the “Facility Agreement”). As a result of this action, gross proceeds to Apollo were approximately US$8.2 million, which will be used to reduce the debt outstanding under the Facility Agreement. Following this repayment, Apollo’s indebtedness will be reduced to approximately US$51.8 million. Additionally, post closing of the proposed business combination of Apollo and Linear (the “Merger”), expected to be completed by the end of the second quarter of 2010, the combined company will further repay US$10 million to the project lenders to reduce the Project Facility to approximately US$41.8 million. Enhanced Financial Flexibility R. David Russell, Chief Executive Officer (“CEO”) and President of Apollo, said, “We acted opportunistically to close out our in-the-money foreign currency contracts in order to reduce our indebtedness. This US$8.2 million repayment, together with the US$10 million repayment from proceeds of Linear’s Cdn$25 million private placement on March 19, 2010, have reduced interest payments annually by US$1.3 million.” Wade K. Dawe, CEO and President of Linear, said, “The collapse of the foreign currency hedge to further reduce debt is an important step in our plan to strengthen Apollo’s balance sheet. Following completion of the Merger, we believe that the recapitalized company will be in a strong position to emphasize underground production at Black Fox and to take advantage of growth opportunities for our shareholders going forward. Having significantly deleveraged the balance sheet, our new company is well positioned as an emerging Canadian mid-tier gold producer.” Linear and Apollo entered into a definitive arrangement agreement (the “Agreement”), dated March 31, 2010, in respect of the previously announced business combination pursuant to which the businesses of Apollo and Linear will be combined by way of a court approved plan of arrangement, subject to a number of conditions precedent, including approval of the shareholders of each of Apollo and Linear. The Agreement provides that Linear shareholders will receive 5.4742 Apollo shares for each Linear share. Proposed Share Consolidation and Name Change As a part of the Merger, Apollo and Linear believe that it is in the best interests of the combined company (“New Company”) to effect a name change and share consolidation currently anticipated to be on the basis of one post-consolidation New Company common share for every four Apollo common shares outstanding immediately prior to the share consolidation. Such consolidation and name change will be submitted to the Apollo shareholders for approval at the shareholder meeting to approve matters relating to the Merger (the “Meeting”) and would only be effective upon such approval and the closing of the Merger. Both Apollo and Linear believe that the share consolidation will allow the combined company greater access to the capital markets, including access to those institutions and investors who invest in stocks with a US$1 minimum price, and potential 2 enhanced trading liquidity. The proposed new name for the New Company will be determined over the coming weeks and included in the management information circulars to be mailed to shareholders. If approved by the Apollo shareholders and implemented by the New Company, the proposed name change and share consolidation would affect all New Company shareholders uniformly, including existing Linear shareholders who, after giving effect to the Merger and the consolidation, will receive approximately 1.37 New Company shares for each Linear share on completion of the Merger (5.4742 divided by 4). The proposed share consolidation would not affect any New Company shareholder’s percentage ownership interests or proportionate voting power, except to the extent that the share consolidation results in any shareholders owning a fractional New Company common share (an “New Company Share”) (in which case each fractional New Company Share that is less than one-half of one New Company Share will be cancelled without any compensation therefor and each fractional New Company Share that is at least one-half of one New Company Share will be adjusted upward to one whole New Company Share). Following the share consolidation, the New Company Shares will have the same voting rights and will be identical in all other respects to the Apollo shares now authorized. Both the proposed share consolidation and name change must be approved by at least two-thirds of the votes cast at the Meeting. Proxy Solicitor Both Apollo and Linear have engaged Laurel Hill Advisory Group, 200-366 Bay Street, Toronto, Ontario, M5H 4B2, to assist in their respective proxy solicitation efforts. Apollo shareholders with questions about the Merger may call the Proxy Solicitor at: 1-888-987-3940 or collect at 416-637-4661. Linear shareholders with questions about the Merger may call the Proxy Solicitor at: 1-888-987-3949 or collect at 416-637-4661.