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Campbell Resources, MSV Resources And GeoNova Explorations Announce The Details Of Their Previously Announced Merger Plans.


Business Editors

MONTREAL--(BUSINESS WIRE)--April 25, 2001

Campbell Resources Inc. (NYSE NYSE

See: New York Stock Exchange
:CCH CCH Colegio de Ciencias y Humanidades (Spanish)
CCH Certified Clinical Hypnotherapist
CCH Cook County Hospital
CCH Certified in Classical Homeopathy
CCH Country Club Hills (Fairfax City, VA, USA) 
) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:CCH.), MSV mSv Millisievert (measure of radiation dose)
MSV Medical Society of Virginia
MSV Maize Streak Virus
MSV Mobile Satellite Ventures LP (Reston, Virginia)
MSV Men Stopping Violence
 Resources Inc. (TSE: MSV.) and GeoNova Explorations Inc. (ME: GNE GNE Gateway Network Element (data communications)
GNE Game Neverending (MMORPG)
GNE Gross National Expenditure
GNE Game Networking Engine
GNE Graphical Network Editor (Nortel) 
.) are pleased to announce that their respective Boards of Directors have approved the details of the previously-announced plans to merge the three companies by way of court approved Plan of Arrangement into a single public company.

MSV Resources Inc. ("MSV") will amalgamate with a wholly-owned subsidiary of Campbell Resources Inc. ("Campbell") and shareholders of MSV will receive one (1) Common Share of Campbell for every four and one tenth (4.1) common shares of MSV. Also under the Plan of Arrangement, shareholders of GeoNova Explorations Inc. ("GeoNova") will receive one (1) Common Share of Campbell for every ten (10) common shares of GeoNova.

The transaction remains subject to court approval as well as regulatory and shareholder approvals. A Joint Management Proxy Circular in respect of the meetings of shareholders will be mailed to the shareholders of each company shortly.

The details of the transaction were negotiated by the Special Committees of each Company with the assistance of Griffiths McBurney & Partners, an independent Canadian investment bank, engaged to assist in the structuring of the transaction and to advise as to the fairness of the transaction from a financial point of view to the shareholders of the three Companies. The Special Committees recommended the above exchange ratios to their respective Boards and the transaction was approved by the Boards. Griffiths McBurney have rendered an opinion as to the fairness of the transaction which will be included with the proxy material to be sent to shareholders of the three companies.

The planned merger is being undertaken in order to consolidate the operations of the three companies in the Chibougamau mining camp in northwestern Quebec. It is expected that operating synergies will result in annual savings of approximately $3.5 million with an additional $1 million saved annually through the elimination of multiple public company costs. These savings will contribute to improving the competitiveness of the Chibougamau operations of the continuing company in the current mining environment.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

Certain information contained in this release contains "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 and is subject to certain risks and uncertainties, including those "Risk Factors" set forth in the Campbell's current Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2000. Such factors include, but are not limited to: differences between estimated and actual mineral reserves and resources; changes to exploration, development and mining plans due to prudent reaction of management to ongoing exploration results, engineering and financial concerns; and fluctuations in the gold price which affect the profitability and mineral reserves and resources of Campbell. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof here·of  
adv.
Of this.


hereof
Adverb

Formal or law of or concerning this

Adv. 1. hereof - of or concerning this; "the twigs hereof are physic"
. Campbell undertakes no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect unanticipated events or developments.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Apr 25, 2001
Words:506
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