TORONTO, Dec. 4 /PRNewswire-FirstCall/ - Guyana Goldfields Inc. ("Guyana") (TSX: GUY) and Aranka Gold Inc. ("Aranka") (TSX-V: ARK) are pleased to announce today that they have entered into a binding agreement, pursuant to which Guyana will seek to acquire all of the issued and outstanding common shares of Aranka under a court approved plan of arrangement in Canada (the "Arrangement").
Pursuant to the Arrangement, shareholders of Aranka will receive one (1) common share of Guyana in exchange for 3.25 common shares of Aranka. All of the outstanding 1,700,000 options of Aranka will be cancelled and its option plan will be terminated. The consideration to be received by the Aranka shareholders under the Arrangement represents a premium of approximately 15.8% over the weighted average closing price of the Aranka common shares on the TSXV for the 20 trading days ending on December 2, 2008 (based on the weighted average closing price of the Guyana shares on the TSX for the 20 trading days ending December 2, 2008).
The shares to be offered to the shareholders of Aranka in the Arrangement will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Such securities may not be offered or sold in the United States unless they are either registered under the Securities Act or there is an applicable exemption from registration under the Securities Act. The Arrangement is being structured as a transaction which is exempt from registration under the Securities Act.
Based on the current 51,122,143 issued and outstanding common shares of Guyana and the current 25,343,556 issued and outstanding common shares of Aranka, the number of common shares of Guyana outstanding upon completion of the Arrangement is expected to be 58,920,160, with current Guyana shareholders owning 87% of Guyana and current Aranka shareholders owning 13% of Guyana.
The purposes of the Arrangement are to consolidate the property interests of both companies in Guyana. Guyana and Aranka currently are joint venturers on most of Aranka's Guyana mineral prospects.
Completion of the Arrangement is subject to, among other things, receipt of approval of Aranka's shareholders, receipt of a final order of the court approving the Arrangement, receipt of all regulatory approvals on or prior to March 31, 2009 and the directors and officers of Aranka entering into shareholder support agreements with Guyana.
An extraordinary meeting of Aranka shareholders to approve the Arrangement is expected to be held in late January 2009, with the Arrangement expected to close shortly thereafter. Guyana will be entitled to terminate the Arrangement if more than 5% of Aranka shareholders exercise their Canadian statutory right at the meeting to dissent to the Arrangement.
There can be no assurance that the Arrangement will be completed as proposed or at all. Readers are cautioned that except as disclosed in the Canadian Information Circular to be provided to Aranka shareholders, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.
SOURCE Guyana Goldfields Inc.
