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Press release from CNW Group

New Dawn Reports Approval of Minority Shareholders of its Falcon Gold Subsidiary in Zimbabwe for New Dawn to Acquire All Outstanding Minority Shares

Tuesday, September 25, 2012

New Dawn Reports Approval of Minority Shareholders of its Falcon Gold Subsidiary in Zimbabwe for New Dawn to Acquire All Outstanding Minority Shares17:15 EDT Tuesday, September 25, 2012TORONTO, Sept. 25, 2012 /CNW/ - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company") is a junior gold company with an expanding base of assets and operations in Zimbabwe.  New Dawn conducts operations in Zimbabwe through various subsidiaries, including Falcon Gold Zimbabwe Limited ("Falgold"), a subsidiary in which New Dawn owns or controls approximately 85% of the equity.Pursuant to a Circular provided to Falgold shareholders, Falgold proposed a Scheme of Arrangement (the "Scheme") whereby all of the ordinary shares of Falgold not otherwise owned or controlled by New Dawn would be acquired by New Dawn, either for cash or newly issued common shares of New Dawn.  On September 24, 2012, at a meeting of Falgold shareholders held in Harare, Zimbabwe, the Falgold shareholders who attended the meeting voted unanimously to approve the Scheme, which will bind all Falgold minority shareholders, subject to sanctioning by the High Court of Zimbabwe.  A hearing will be held in the High Court of Zimbabwe on October 3, 2012 to consider sanctioning of the Scheme.There are approximately 17,049,000 Falgold ordinary shares held by Falgold minority shareholders.  Under the Scheme, all of those Falgold ordinary shares would be acquired by New Dawn, in exchange for either (i) one New Dawn common share for every five Falgold shares, or (ii) US$0.20 for every one Falgold share.  In the event that a Falgold shareholder does not make an election regarding the form of consideration that they wish to receive, they will be paid cash for their Falgold shares.Upon conclusion of the Scheme, Falgold will become a wholly-owned subsidiary of New Dawn.  The Zimbabwe Stock Exchange (the "ZSE") has, subject to the fulfillment of the various conditions precedent to the conclusion of the Scheme, granted approval for the termination of the listing of Falgold shares on the ZSE.  Following the successful conclusion of the Scheme and the delisting of the ordinary shares of Falgold from the ZSE, the ZSE has granted approval for the listing of the common shares of New Dawn on the ZSE.  New Dawn's common shares will continue to trade on the Toronto Stock Exchange.The Scheme is conditional upon, and will not become effective until, the satisfaction of various conditions precedent, including the issuance of an Order of the High Court of Zimbabwe sanctioning the Scheme, the receipt of necessary regulatory approvals in Canada and Zimbabwe, including, but not limited to, acceptance by the Toronto Stock Exchange and exchange control approval by the Reserve Bank of Zimbabwe, and approval of the transaction by the Board of Directors of New Dawn, during which time the shares of Falgold will continue to trade on the ZSE.  The satisfaction of all of the conditions precedent could take up to several months.The Company expects that a maximum of approximately 2,900,000 common shares of New Dawn may be issued pursuant to the Scheme.  However, a lesser amount of common shares may be issued, depending on how many Falgold shareholders elect to receive the cash alternative under the Scheme.  The Reserve Bank of Zimbabwe will require that the New Dawn common shares listed on the ZSE be endorsed for trade in Zimbabwe only, save with the consent of the Reserve Bank of Zimbabwe. New Dawn currently has 43,612,383 common shares issued and outstanding.Management is continuing efforts to arrange suitable funding on acceptable terms for the cash portion that may be paid to the Falgold minority shareholders under the Scheme.The Company will continue to advise New Dawn shareholders as to the status of this matter as significant developments occur.ABOUT NEW DAWNNew Dawn is a junior gold company listed on the Toronto Stock Exchange that is focused on expanding its gold mining operations in Zimbabwe.  New Dawn owns 100% of the Turk and Angelus Mine, the Old Nic Mine and the Camperdown Mine.  In addition, through its Falgold subsidiary, New Dawn currently owns approximately 85% of the Dalny Mine, the Golden Quarry Mine and the Venice Mine (currently not in operation), and a portfolio of prospective exploration acreage in Zimbabwe.  These six mines, five of which are currently operational, are divided into three significant gold camps.In addition to gold production, New Dawn is also actively exploring on highly prospective ground employing modern exploration techniques and deploying capital in Zimbabwe, a country that is proven to be geologically rich, highly prospective, and significantly under explored.New Dawn, with its large gold resource, existing mine sites and production facilities, and current exploration programs, is a growing gold mining company in Zimbabwe, active in both gold production and gold exploration.The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.Special Note Regarding Forward-Looking Statements:  Certain statements included or incorporated by reference in this news release, including information as to the future financial or operating performance of the Company, its subsidiaries and its projects, constitute forward-looking statements.  The words "believe," "expect," "anticipate," "contemplate," "target," "plan," "intends," "continue," "budget," "estimate," "may," "schedule" and similar expressions identify forward-looking statements.  Forward-looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of gold production and prices, operating costs, operating results, capital expenditures, mineral reserves and mineral resources, and anticipated grades and recovery rates.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.  Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.  Such factors include, among others, risks relating to reserve and resource estimates, gold prices, exploration, development, operating risks, mining risks, political and foreign risk, indigenisation risk, uninsurable risks, competition, environmental regulation and liability, government regulation, currency fluctuations, and dependence on key employees.  See "Risk Factors" in the Company's Annual Information Form - 2011.  Due to risks and uncertainties, including the risks and uncertainties identified above, actual events may differ materially from current expectations.  Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.  Forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or results or otherwise.SOURCE: New Dawn Mining Corp.For further information: Investor Relations Contact:  Richard Buzbuzian +1 416.585.7890 Visit New Dawn on the internet at:  www.newdawnmining.com E-mail New Dawn at:  info@newdawnmining.com