Roxgold (ROG-V) completes acquisition of XDM Royalty, further strengthens cash position.
Dec 31, 2013 - News Release
Roxgold Inc. has completed the acquisition of XDM Royalty Corp. pursuant to the definitive agreement announced on Dec. 11, 2013. The transaction was approved by XDM shareholders at XDM's annual general and special meeting held on Dec. 30, 2013, with 90.1 per cent of the shareholders present or represented by proxy voting in favour of the transaction.Pursuant to the transaction, XDM shareholders received approximately 0.186 Roxgold common share for every one common share of XDM held, which reflected the original offer price of 55 cents per Roxgold share. The final exchange ratio was determined based upon XDM's aggregate net cash on hand at closing, which totalled approximately $8.3-million, following the sale of its royalty interests and after deduction of applicable transaction and severance costs. Accordingly, Roxgold issued an aggregate of approximately 15,153,819 common shares and 108,849 compensation options pursuant to the transaction, with each such compensation option entitling the holder to acquire one additional Roxgold share at an exercise price of $4.45 until Dec. 31, 2015. In addition, Roxgold has reserved for issuance: (i) an additional 619,082 common shares issuable upon the exercise of existing stock options of XDM, each exercisable at prices ranging from $1.34 to $5.36 until March 31, 2014; (ii) an additional 1,105,631 common shares issuable upon the exercise of existing share purchase warrants of XDM, each exercisable at $9.38 until Dec. 8, 2015; and (iii) an additional 156,654 common shares issuable upon the exercise of existing compensation options of XDM, each exercisable at $5.36 to acquire one unit until Dec. 8 or 23, 2015, each unit consisting of one common share and one-half of one share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share at $9.38 until Dec. 8, 2015.
"The completion of this transaction further strengthens Roxgold's robust cash position, which will contribute to the continued development of Yaramoko in 2014," commented John Dorward, president and chief executive officer. "We are delighted to close this transformational year with the completion of this acquisition and look forward to an even more exciting 2014." |
