10:05:58 EDT Mon 06 May 2024
Enter Symbol
or Name
USA
CA



Kirkland Lake Gold Inc
Symbol KGI
Shares Issued 114,321,605
Close 2016-01-26 C$ 4.75
Market Cap C$ 543,027,624
Recent Sedar Documents

Kirkland Lake closes St. Andrew Goldfields acquisition

2016-01-26 13:20 ET - News Release

Also News Release (C-SAS) St Andrew Goldfields Ltd (3)

Mr. George Ogilvie of Kirkland Lake reports

KIRKLAND LAKE GOLD ANNOUNCES COMPLETION OF THE ACQUISITION OF ST ANDREW GOLDFIELDS

Kirkland Lake Gold Inc. and St. Andrew Goldfields Ltd. have completed the previously announced plan of arrangement, whereby Kirkland Lake Gold has acquired all of the outstanding common shares of St. Andrew pursuant to the arrangement to create a multiasset, Ontario-focused intermediate gold producer.

Pursuant to the arrangement and effective upon closing of the arrangement, St. Andrew has become a wholly owned subsidiary of Kirkland Lake Gold, and all of the issued and outstanding common shares of St. Andrew were acquired by Kirkland Lake Gold in consideration for 0.0906 of one common share of Kirkland Lake Gold. In connection with the closing of the arrangement, Kirkland Lake Gold has issued a total of 33,367,488 common shares to the former shareholders of St. Andrew. As a result, Kirkland Lake Gold has 114,321,605 common shares issued and outstanding, with former St. Andrew shareholders holding approximately 29 per cent on an undiluted basis.

George Ogilvie, president and chief executive officer of Kirkland Lake Gold, commented: "With the completion of this acquisition, we have created a new leading intermediate gold producer focused in Canada. With diversified gold production from four mines, increased financial flexibility through the aggregate positive cash position and the large underexplored land position, Kirkland Lake Gold is uniquely positioned for future success. Uniting our companies will create significant opportunities, allowing us to become stronger together, especially in these challenging times."

Duncan Middlemiss, president and chief executive officer of St. Andrew, commented: "We are pleased with the outcome of this transaction as shareholders of the combined entity will be able to participate in the future upside associated with the multiasset intermediate gold producer. I believe the St. Andrew shareholders will see immediate value from this transaction with increased trading value and enhanced market awareness."

All of the outstanding stock options of St. Andrew have been deemed to have been exchanged under the arrangement at the exchange ratio. Kirkland Lake Gold has authorized the issuance of up to an additional 1,566,881 Kirkland Lake Gold shares upon the exercise of stock options held by the former option holders of St. Andrew. Assuming the exercise of all of the St. Andrew stock options, former St. Andrew shareholders will hold approximately 30 per cent of Kirkland Lake Gold on a partially diluted basis.

The St. Andrew shares are expected to be delisted from the Toronto Stock Exchange on or about Monday, Feb. 1, 2016. In order to receive Kirkland Lake Gold shares in exchange for St. Andrew shares, St. Andrew's registered shareholders must complete, sign, date and return the letter of transmittal that was mailed to each registered shareholder. The letter of transmittal is also available under St. Andrew's issuer profile on SEDAR. For those shareholders of St. Andrew whose shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, they should contact that intermediary or nominee for assistance in depositing their St. Andrew shares and should follow the instructions of such intermediary or nominee.

Pursuant to the terms of the arrangement, Michael Churchill, a member of the former St. Andrew board of directors, has been appointed to the Kirkland Lake Gold board of directors, effective immediately. Mr. Churchill is the founder and a former director of California Gold Mining Inc., a mining exploration and development company, and has served as president and chief executive officer (from January, 2010, to October, 2013) and chief financial officer (from 1999 to January, 2010). Mr. Churchill has served as a director of First Metals Inc. since October, 2009; was appointed as president and chief executive officer in January, 2010; and completed a successful restructuring, mine site closure and sale of its primary assets on behalf of its secured creditors during 2010 and 2011. Mr. Churchill is a graduate of the Richard Ivey School of Business at the University of Western Ontario, having received a master of business administration in 1993. He most recently served as the chair of the audit committee of St. Andrew's board of directors.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.