VANCOUVER, British Columbia–(BUSINESS WIRE)–
Klondike Gold Corp. (KG.V) (“Klondike Gold” or the “Company”) has been informed by the depositary that as of June 13, 2014, a total of 49,165,463 common shares (“KSMC Shares”) of Klondike Star Mineral Corp. (“KSMC”), a private Delaware company, representing an aggregate of 71% of the outstanding KSMC Shares, had been validly tendered to Klondike Gold’s offer (the “Offer”) to acquire all of the outstanding KSMC Shares. The Offer has now formally expired and will not be extended. Upon completion of the KSMC Shares acquisition, Klondike Gold will own and control 71% of the outstanding KSMC Shares.
Pursuant to the Offer, holders of KSMC Shares will receive 0.25 of one common share of Klondike Gold (each a “Klondike Gold Share”) for each KSMC Share tendered. As a result of having over 70% of the KSMC shares tendered under the Offer, Klondike Gold also announces that it intends to settle US $1,077,894 of debt owed by KSMC to related parties. In settlement of these debts the KSMC related party creditors will receive an aggregate of 21,557,880 warrants to purchase shares of Klondike Gold, exercisable at CDN $0.10 per share for 30 months from issuance subject to TSXV approval.
The purpose of the Offer was to enable Klondike Gold to consolidate ownership of the gold properties in the Yukon by acquiring beneficial ownership of all outstanding KSMC Shares. Klondike Gold intends to implement a subsequent share acquisition transaction to acquire the balance of the outstanding KSMC shares. Upon this acquisition, Klondike Gold will beneficially own 100% of KSMC.
Peter Tallman, CEO of Klondike Gold stated, “We are very pleased with the results of the Offer, the culmination of nearly two years of work. Klondike Gold will proceed to acquire the remaining KSMC shares as soon as possible. I would like to thank Rene Hussey, CEO of KSMC for his work and cooperation throughout the offering and tendering process.”
ABOUT KLONDIKE GOLD CORP.
Klondike Gold Corp., is a Canadian exploration company with offices in Vancouver, British Columbia, and Dawson City, Yukon. The Company is focused on the development of its Yukon gold properties, and also holds a large portfolio of gold and base metal projects in southeastern British Columbia.
On behalf of Klondike Gold Corp.
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the acquisition of the shares of Klondike Star Mineral Corporation (“KSMC”) and the combination of the companies. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, and include statements regarding: (a) the acquisition of the remaining of the issued and outstanding shares of KSMC by Klondike Gold, and (b) the receipt of approval from the TSX Venture Exchange for the acquisition of the shares of KSMC and the issuance of the warrants. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including: (1) TSX Venture Exchange approval is not obtained for the acquisition of the shares or the closing of the transaction, (2) TSX Venture Exchange approval is not obtained for issuance of warrants (3) the inherent uncertainties and speculative nature associated with the exploration for gold mineralization, including the actual results of current exploration activities, changes in project parameters as plans continue to be refined, failure of equipment or processes to operate as anticipated, accidents or other risks of the mining industry, (4) a decrease in the demand for and/or a decrease in the price for gold, (5) any number of events or causes which may delay or cease exploration and development of the Company’s property interests, such as environmental liabilities, weather, mechanical failures, safety concerns and labour problems, (6) the risk that the Company does not execute its business plan, (7) inability to retain key employees, (8) inability to finance operations and growth, (9) an extended downturn in general economic conditions in North America and internationally, (10) an increase in the number of competitors with larger resources, and (11) other factors beyond the Company’s control. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the “Risks and Uncertainties” section in the Company’s MD&A filed with Canadian security regulators at www.sedar.com.