Ashanti and IGRC announce arrangement agreement.NEW YORK--(BUSINESS WIRE)--May 9, 1996--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. Co. Ltd. ("Ashanti Ashanti (äshän`tē) or Asante (äsän`tē), historic and modern administrative region, central Ghana, W Africa. The region is the source of much of Ghana's cocoa. ") and International Gold Resources Corp. ("IGRC IGRC International Gas Research Conference IGRC Illinois Great Rivers Conference (United Methodist Church) IGRC Inmate Grievance Resolution Committee IGRC Intergovernmental Relations Committee IGRC International Ground Robotics Competition ") announced today that they had, pursuant to the Head of Agreement signed on 30 March 1996, entered into an Arrangement Agreement to effect the Arrangement contemplated thereunder. The Arrangement Agreement provides that an indirect subsidiary of Ashanti will acquire all of the issued and to be issued share capital of IGRC by way of Plan of Arrangement pursuant to the Ontario Ontario, city, United States Ontario, city (1990 pop. 133,179), San Bernardino co., S Calif., near Los Angeles, in a region of vineyards; inc. 1891. Business Corporations Act. Under the Plan of Arrangement, IGRC shareholders will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to receive Global Depositary Receipts depositary receipt A negotiable certificate that represents a company's publicly traded debt or equity. Depositary receipts are created when a company's shares or bonds are delivered to a depositary's custodian bank, which instructs the depositary to issue representing 0.202 of an Ashanti Global Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. Share for each IGRC Share held, or if the IGRC Shareholder so elects, 0.175 of a GDS GDS Global Distribution System GDS Google Desktop Search (Google) GDS Goodie Domain Service (Vienna University of Technology, Austria) GDS Guards plus Cdn. $0.90 cash. Under the plan of Arrangement, IGRC Optionholders will be deemed to have exercised their Options for the number of IGRC Shares set out in the Plan and will be treated in the same manner as IGRC Shareholders thereafter. The Arrangement remains subject to a number of conditions, including the approval of the Plan of Arrangement by IGRC Securityholders, the obtaining of a Final Order of the Court approving the Arrangement, all necessary regulatory and other consents having been obtained, the representations and warranties of the parties to the Arrangement Agreement remaining true and correct and that there shall have been no material change in the affairs of IGRC. In connection with the Plan of Arrangement, an Interim Order was obtained today from the Ontario Court of Justice The Ontario Court of Justice is a Provincial Court for the Canadian province of Ontario. This court oversees matters relating to family law and criminal law. This court is subordinate in relationship to the "superior" courts. (General Division) providing for, among other things, the calling and holding of a Special Meeting of IGRC Securityholders to approve the Arrangement. The Special Meeting is scheduled to be held on June 10, 1996 and application for the Final Order approving the Plan of Arrangement is expected to be heard by the Ontario Court of Justice (General Division) on Tuesday June 11, 1996 at 10:00 a.m., or as soon after that time as the application may be heard, at 145 Queen Street West, Toronto, Ontario, Canada. Prior to signing the Arrangement Agreement, the directors of IGRC entered into agreement with Ashanti, not to exercise any Options (aggregating in respect of all of the Directors, 2,394,000 Options) held by them, and subject to certain conditions, not to sell any IGRC Shares without Ashanti's prior written consent and to vote all Shares and Options held by them as directed by Ashanti in connection with the Arrangement (aggregating 4,031,549 Shares and Options, being 23.3% of the issued and outstanding Shares of IGRC or 19.7% of the votes which may be cast at the Special Meeting). CONTACT: Ashanti Goldfields Company Ltd. Mark B. Keatley, 233/21 776501 James Anaman, 233/21 778178 or International Gold Resources Corp. Stephen R. Dattels, 416/947-9208 Daniel C. Idzal, 713/654-3004 or Golin/Harris Allan Jordan, 212/697-9191 or Continental Communications Allan Reynolds, 416/964-6444 or Shandwick Consultants John Goold, 0171/329-0096 |
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