Chase and Delta to Amalgamate on One for Two Basis.VANCOUVER Vancouver, city, Canada Vancouver, city (1991 pop. 471,844), SW British Columbia, Canada, on Burrard Inlet of the Strait of Georgia, opposite Vancouver Island and just N of the Wash. border. , BRITISH COLUMBIA--(BUSINESS WIRE)--Jan. 6, 1997-- Chase Resource Corp.(TSE-CQS.) Delta Gold Mining Corp.(VSE-DTG.) The Boards of Directors of Chase Resource Corporation (CQS-TSE) and Delta Gold Mining Corporation (DTG-VSE) have agreed to an arrangement for the amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3). amalgamation ( of the two companies into a new company. The amalgamated a·mal·ga·mate v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates v.tr. 1. To combine into a unified or integrated whole; unite. See Synonyms at mix. 2. company will retain the name of Chase Resource Corporation. The decision to amalgamate has been made by the Boards following review of independent fairness opinions 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. prepared by Yorkton Yorkton, city (1991 pop. 15,315), SE Sask., Canada, NE of Regina. It is a railroad center and has large stockyards, warehouses, a flour mill, brick and cement plants, and a farm-implement plant. Securities Inc. on behalf of Chase and Griffiths, McBurney & Partners on behalf of Delta. Both reports conclude that the one- for-two exchange ratio represents a fair basis for the merging of the two companies. Under the plan, each existing share of Chase would be exchanged for one share of the amalgamated company. One new share will be issued for each two Delta shares that are currently outstanding. Chase shares issued and outstanding total 16,526,472 and will be converted to an equal number of new shares. Delta shares issued and outstanding total 12,799,918 for which 6,024,959 new shares will be issued. This will result in 22,551,431 shares outstanding in the amalgamated company. Similarly, the incentive stock options outstanding in each company will be converted on the same basis, (i.e. each two options in Delta will become an option to purchase one share of the new company). Chase and Delta have two directors, Ian Rozier and Michael Callahan, in common. They also serve as the executive officers and management of the two companies. For the past several years, both companies have been primarily focused on exploration projects in the Philippines. Recently, the two companies each acquired a 50 percent interest in an Indonesian company which controls 77.5 percent of the Cikondang Gold Project in West Java West Java (Indonesian: :Jawa Barat) is a province of Indonesia, located on the island of Java. The capital is Bandung. History , Indonesia. Amalgamation of the two companies will result in greater efficiencies and reduced costs for administrative and company maintenance items. Under the same continuing management, the combined company will control the full 77.5 percent operating interest in Cikondang and more than twenty separate exploration projects in the Philippines. The combined cash and working capital of the amalgamated company will be over $5 million. The combined company will have both Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. and Vancouver Stock Exchange Vancouver Stock Exchange (VSE) A securities and options exchange in Vancouver, British Columbia, (Canada), specializing in venture capital companies. Vancouver Stock Exchange See Canadian Venture Exchange (CDNX). listings with trading on the Vista board in Vancouver. The amalgamation remains subject to the approval of shareholders of both companies, regulatory approvals, and an order from the Supreme Court of B.C. General meetings of the shareholders of both companies have been scheduled for April 25, 1997. CONTACT: Chase Resource Corporation Delta Gold Mining Corporation Ian Rozier, 604/ 685-6851 800-510-8566 |
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