Business
China Goldcorp Ltd. announces amended and restated definitive agreement with First Iron Group plc in respect of its proposed qualifying transaction
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTR...
About this update from China Goldcorp. Ltd.
[{"type":"text","content":"\n\n\n\n\n\n/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE\n PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN\n WHOLE OR IN PART, IN OR INTO THE UNITED STATES./\n\n\nTORONTO, July 23, 2012 /CNW/ - China Goldcorp Ltd. (NEX: CAU.H) (\"China Goldcorp\") announces that it has signed an amended and restated definitive\n agreement (the \"Amended Agreement\") with First Iron Group plc (\"First Iron\") in respect of the previously announced transaction that will result\n in a reverse take-over of China Goldcorp by the shareholders of First\n Iron (the \"Transaction\"). Reference should be made to China Goldcorp's press release dated\n March 26, 2012 for further details regarding the proposed Transaction.\n\n\nThe primary amendment agreed between the parties is a change in the\n structure by which the Transaction will be completed.  Previously it\n was contemplated that the Transaction would be completed pursuant to a\n three-cornered amalgamation, however, following consultation with their\n respective legal and financial advisors, the parties have agreed to\n complete the Transaction pursuant to a share exchange.  Accordingly,\n China Goldcorp has offered to acquire from each First Iron shareholder\n all of the issued and outstanding ordinary shares of First Iron (the \"First Iron Shares\") in exchange for an aggregate of 54,518,400 common shares of China\n Goldcorp.  The offer by China Goldcorp and the completion of the\n Transaction is conditional on China Goldcorp acquiring not less than\n 90% of the First Iron Shares.\n\n\nThe parties also agreed that the proposed brokered private placement\n will be completed by the sale of securities of China Goldcorp on\n closing of the Transaction, as opposed to securities of First Iron as\n previously agreed.  It is intended by the parties that the brokered\n private placement of China Goldcorp will consist of the sale of units\n of China Goldcorp (the \"Units\") for minimum gross proceeds of $6,000,000 and up to a maximum gross\n proceeds of $12,000,000 at a price of $1.00 per Unit.  Each Unit will\n be comprised of one common share of China Goldcorp and one half (½) of\n a common share purchase warrant (\"Warrant\").  Each whole Warrant will be exercisable for one common share...