Ashanti Goldfields to Acquire SAMAX.NEW YORK--(BUSINESS WIRE)--Sept. 1, 1998--Ashanti Goldfields n. 1. A small slender woolly annual (Lasthenia chrysostoma) with very narrow opposite leaves and branches bearing solitary golden-yellow flower heads; it grows from Southwestern Oregon to Baja California and Arizona; - it is often cultivated. Company Limited and SAMAX Gold Inc. announced today, September 1, 1998, that Ashanti will, subject to the satisfaction of certain preconditions, make an offer to acquire all of the outstanding shares of SAMAX for a consideration of C$7.94 per SAMAX share. It is also intended that SAMAX shareholders will be offered as an alternative to cash, an equity security to be issued by a subsidiary of Ashanti convertible into Ashanti ordinary shares at US$7.10 per Ashanti ordinary share, being the average closing price of Ashanti ordinary shares on the NYSE NYSE See: New York Stock Exchange for the 20 trading days ended August 28, 1998. Adryx Mining and Metals Limited, which owns approximately 43 per cent of the outstanding SAMAX shares has agreed to give an irrevocable undertaking to accept the offer subject to no higher offer being made during the term of the Ashanti offer which is not matched by Ashanti. The making of the offer is subject to the fulfillment of a number of pre-conditions including: (i) the completion of satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. ; (ii) formal Ashanti board approval; (iii) receipt of irrevocable undertakings in a form acceptable to Ashanti from Adryx Mining and Metals Limited and from each of the SAMAX directors in respect of their own shareholdings and those of their related trusts; and (iv) a favorable recommendation from the SAMAX board of directors. The offer will be reviewed by an independent committee of SAMAX directors which has requested a written fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. from SAMAX's financial advisors. The offer, when made, will be subject to normal terms and conditions including regulatory approvals and the deposit of a sufficient number of shares to entitle Ashanti to take SAMAX private. The principal purpose of the acquisition is to realize synergies through the development of SAMAX's African gold assets, in particular the Kukuluma licences in the Geita district Geita District is located in Mwanza Region, Tanzania. According to the 2002 Tanzania National Census, the population of Geita District was 712,195. Geita is bordered to the South and the West by the Shinyanga Region, to the North by the Sengerema District and to the East by the of Tanzania, which adjoin Ashanti's Geita licences. SAMAX has previously announced gold resources of 1.6 million ounces at Kukuluma and has recently announced drill results demonstrating similar mineralisation in the nearby Matandani deposit. The parties consider that the combination of the Geita properties will lead to the optimal development of the Geita district and will create the basis for the development of one of the four largest gold mines in Africa, excluding South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. , with cash operating costs operating costs npl → gastos mpl operacionales expected to be towards the lower end of the global producers cash costs curve. SAMAX also owns a 50 per cent. interest in the Golden Pride mine in Tanzania which is scheduled to begin production in late 1998 at a rate of 180,000 ounces per year as well as gold properties in Ghana, Senegal and Congo-Brazzaville. CONTACT: Ashanti Goldfields Company Limited Mark Keatley, Chief Financial Officer Tel: (233) 21 778171 James Anaman, Corporate Affairs Manager Tel: (233) 21 778178 Gold House, Patrice Lumubra Road Roman Ridge Accra Ghana or SAMAX Gold Inc. Michael Martineau, Chief Executive Officer - London Tel: (44) 171 638 4900 Fax: (44) 171 638 4881 Judith Webster, Manager Investor Relations Investor relations The process by which the corporation communicates with its investors. - Toronto Tel: (416) 214 9000 Fax: (416) 214 9003 Issued by: John Goold, Shandwick Consultants - London Tel: (44) 171 329 0096 Allan Jordan, Golin/Harris Communications - New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Tel: (1) 212 309 0613 Allan Reynolds, Continental Communications - Toronto Tel: (1) 416 964 6444 Terence Maher, IPR IPR Intellectual Property Rights IPR Inprocess/Inprogress Review IPR Industrial Property Rights IPR Institute for Policy Research (Northwestern University and University of Cincinnati) IPR Institute of Public Relations - Melbourne Tel: (61) 3 9209 9333 |
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