Bidder’s and Target’s Statements Mailing to Shareholders
PERTH, Australia, May 13, 2013 /CNW/ – Troy Resources Limited (ASX and
TSX: TRY) (Troy) and Azimuth Resources Limited (ASX and TSX: AZH) (Azimuth) are pleased to jointly announce that mailing of the Bidder’s Statement
and Target’s Statement in connection with Troy’s offer to acquire all
the outstanding shares in Azimuth (Offer) has commenced today.
On 28 March, 2013, being the date the Offer was announced, the Offer
represented a premium of 78% to Azimuth’s pre-announcement closing
share price of $0.245 on the Australian Securities Exchange (the ASX) valuing Azimuth at approximately $188 million.
Troy has commenced mailing the Offer and the accompanying Bidder’s
Statement to Azimuth shareholders concurrently with Azimuth’s Target’s
Statement. Shareholders should expect to receive the Bidder’s and
Target’s Statements within a matter of days.
___________________________________________________________________ |The Azimuth board of directors and CEO unanimously recommend that | |Azimuth shareholders ACCEPT THE OFFER, in the absence of a superior| |proposal. | |___________________________________________________________________|
A description of the factors considered by the board of directors of
each of Troy and Azimuth in relation to the Offer and other relevant
background information are included in the Bidder’s Statement and
The Offer is subject to a number of customary conditions including a 90%
minimum acceptance condition. Full details of the Offer are included in
the Bidder’s Statement.
The closing date of the Offer will be 7:00pm (Sydney time) / 5.00am
(Toronto time) on June 14 June, 2013 unless extended or withdrawn. The
Azimuth Directors and CEO intend to immediately accept the Offer for
the Azimuth Shares they hold or control, in the absence of a Superior
Proposal. Should you intend to accept the Offer, the Azimuth Directors
and CEO encourage you to do so without delay. The Target’s Statement
sets out how to accept the Offer .
Copies of the Bidder’s Statement and Target’s Statement are available
for review on the respective websites of Troy and Azimuth, www.troyres.com.au and www.azimuthresources.com.au, on the ASX company announcement platform and under Azimuth’s public
profile on SEDAR at www.sedar.com.
Azimuth Shareholders should carefully read each of the Bidder’s
Statement and Target’s Statement and consider whether accepting the
Offer is appropriate for them in light of their objectives, financial
situation and needs. Accordingly, before deciding whether or not to
accept the Offer, Azimuth Shareholders may wish to consult with their
financial, tax or other professional adviser.
Any questions or requests for assistance or further information on how
to accept the Offer may be directed to the Offer Information Line on
1300 810 584 (for calls made from within Australia) or +61 2 8022 7909
(for calls made from outside Australia) available between 7.00am and
5.00pm (Perth time) on Business Days. Calls to the Offer Information
Line may be recorded.
If your Azimuth Shares are registered in the name of an investment
advisor, stockbroker, bank, trust company or other nominee, you should
immediately contact that nominee for assistance if you wish to accept
the Offer in order to take the necessary steps to be able to do so.
Intermediaries likely have established deposit cut off times that are
up to two business days prior to the Closing Date. You should instruct
your brokers or other nominees promptly if you wish to accept the
Troy Resources (TSX, ASX: TRY) is a dividend-paying junior gold
producer, with a clear growth strategy. Troy has two producing gold
operations: the Casposo gold and silver mine, in San Juan province,
Argentina and the Andorinhas mine in Para State, Brazil.
Troy has an experienced Board and management team with a track record of
successful, fast-track mine development and low-cost operations.
Troy has an annual exploration budget in excess of $15 million and a
proven track record in exploration discoveries and strategic
Following the development of the Casposo project in Argentina, Troy has
entered a renewed growth phase which has lifted Troy’s annual gold
production above 100,000oz of gold per annum.
Troy is well positioned to continue its path of strong growth and
profitable operations, and on track to achieve its vision of becoming a
highly profitable mid-tier gold producer with a portfolio of quality
Troy maintains a robust balance sheet and forecasts continued strong
cash flow from its current assets. Troy currently has no debt and its
gold production is completely unhedged; allowing its shareholders
access to the full benefit of current and future gold price upside.
Troy is a responsible corporate citizen, committed to the best practice
of health and safety, environmental stewardship and social
Azimuth is a gold focused exploration company with over 8,700km(2) of gold exploration permits and licenses located in Guyana, South
America. Broadly, the areas of interest in Guyana are split into two
projects, the West Omai Gold Project and the East Omai Gold Project.
Having an inferred gold resource for the West Omai Project of 1.65Moz
(see Technical Report dated March 18, 2013) with an average grade in
excess of 3 g/t Au, and comforted by preliminary metallurgical test
work showing good recoveries, Azimuth plans to infill drill this
resource to indicated status whilst continuing engineering studies to
pre-feasibility stage by the end of the year.
The information in this announcement that relates to mineral resources
is based on information compiled by Mr. Aaron Green who is a member of
the Australian Institute of Geoscientists (MAIG). Mr. Green is a full
time employee of RungePincockMinarco Limited. Mr. Green has sufficient
experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking
to qualify as a Competent Person as defined in the 2004 Edition of the
‘Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves’ and a qualified person as defined in
National Instrument 43-101. Mr. Green consents to the inclusion in this
announcement of the matters based on his information in the form and
context in which it appears.
Please see Azimuth’s technical report titled “Technical Report, West
Omai Project, Guyana” dated March 18, 2013 for further information
regarding the West Omai Gold Project. The technical report is available
Forward Looking Statements
This announcement contains “forward-looking statements” and
“forward-looking information”. Such information is based on assumptions
and judgements of management regarding future events and results.
Often, but not always, forward-looking information can be identified by
the use of words such as “plans”, “expects”, “is expected”, “is
expecting”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, or “believes”, or variations (including negative
variations) of such words and phrases, or state that certain actions,
events or results “may”, “could”, “would”, “might”, or “will” be taken,
occur or be achieved. The purpose of forward-looking information is to
provide the audience with information about management’s expectations
and plans. Readers are cautioned that forward-looking information
involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Troy,
Azimuth and/or their subsidiaries to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking information. Such factors include, among others,
inability to complete the offer, including due to the inability to
satisfy conditions to the offer, changes in market conditions, future
prices of gold and silver, the actual results of current production,
development and/or exploration activities, changes in project
parameters as plans continue to be refined, variations in grade or
recovery rates, plant and/or equipment failure, the possibility of cost
overruns, as well as those factors disclosed in Azimuth and Troy’s
filed documents. There can be no assurance that the offer or either
Azimuth or Troy’s plans will proceed as planned or that they will be
successfully completed within expected time limits and budgets or that,
when completed, expected production levels will be achieved.
Forward-looking information and statements are based on the reasonable
assumptions, estimates, analysis and opinions of management made in
light of its experience and its perception of trends, current
conditions and expected developments, as well as other factors that
management believes to be relevant and reasonable in the circumstances
at the date such statements are made, but which may prove to be
incorrect. Troy and Azimuth believe that the assumptions and
expectations reflected in such forward-looking statements and
information are reasonable. Readers are cautioned that the foregoing
list is not exhaustive of all factors and assumptions which may have
been used. Troy and Azimuth do not undertake to update any
forward-looking information or statements, except in accordance with
applicable securities laws.
The information in this summary is general information only and does not
constitute investment advice. In preparing this summary, Troy and
Azimuth have not taken into account the individual objectives,
financial situation or needs of individual Azimuth Shareholders.
SOURCE Azimuth Resources