TSX Venture Exchange Symbol: CW.H
TORONTO, Aug. 30, 2011 /CNW/ - Carlaw Capital III Corp. ("Carlaw" or the "Corporation") is pleased to announce today that, subject to final approval of the TSX Venture Exchange (the "Exchange"), it has completed its previously announced acquisition of all of the issued securities of Galane Gold Mines Ltd. ("Galane") by way of an amalgamation (the "Amalgamation") of Galane with 2293748 Ontario Limited., a wholly-owned subsidiary of Carlaw. The Amalgamation constitutes Carlaw's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the Exchange. Further to the news release of the Corporation yesterday, all conditions of escrow in respect of the Galane private placement have now been met.
Carlaw anticipates that trading of the common shares and warrants will commence on the Exchange at the opening of markets on Tuesday, September 6, 2011 under the name "Galane Gold Ltd." and trading symbols "GG" and "GG.W", respectively.
Prior to closing of the Qualifying Transaction, Galane completed the previously announced acquisition of all of the issued and outstanding shares of Gallery Gold Pty Ltd. ("Gallery Gold") from IAMGOLD Corporation ("IAMGOLD"). Gallery Gold, through its subsidiaries, owns the rights to conduct activities prescribed under mining and prospecting licenses relating to the Mupane mining property which is located near the town of Francistown in the Republic of Botswana. IAMGOLD received total consideration of US$34.2 million, after adjustments to reflect additional cash left in the company for working capital purposes, consisting of US$12.5 million in cash, US$17.9 million in common shares of Galane Gold and a us$3.8 million promissory note, payable over 3 years at an annual interest rate of 6%. For the equity portion of the consideration, IAMGOLD received an aggregate of 21,875,000 common shares in the capital of Galane (the "Galane Common Shares"). In addition, IAMGOLD received 1,265,253 warrants to purchase Galane Common Shares (subject to adjustment).
Immediately prior to the Amalgamation, Carlaw filed articles of amendment to consolidate its outstanding share capital at a ratio of 4:1, subject to the receipt of all necessary regulatory approvals, including the approval of the Exchange. Pursuant to the Amalgamation, Carlaw issued one common share in the capital of Carlaw (the "Carlaw Common Shares") for each outstanding Galane Common Share. In addition, warrants to purchase up to an aggregate of 13,426,983 Galane Common Shares outstanding immediately prior to the Amalgamation are now exercisable to purchase an equivalent number of Carlaw Common Shares in lieu thereof on economically equivalent terms and conditions. The Corporation also filed articles of amendment to change its name to "Galane Gold Ltd.".
As a result of the completion of the Qualifying Transaction, an aggregate of 45,108,000 Carlaw Common Shares are issued and outstanding, of which 44,420,500 Carlaw Common Shares were issued to holders of Galane Common Shares. Assuming that all of the outstanding warrants and stock options of the Corporation are exercised, 58,658,733 Carlaw Common Shares will be issued and outstanding on a fully diluted basis.
Pursuant to the terms of an escrow agreement dated August 30, 2011 among Carlaw, Equity Financial Trust Company and certain escrow securityholders, an aggregate of 25,438,750 Carlaw Common Shares and 2,247,128 warrants to purchase Carlaw Common Shares have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released in equal tranches of 25% every six months thereafter.
The board of directors of Carlaw now consists of Philip Condon, Ravi Sood, Charles Byron, Amar Bhalla and Ian Egan. Philip Condon has been appointed as Chief Executive Officer and Rajat Ganguly has been appointed as Chief Financial Officer.
A filing statement dated August 25, 2011 prepared in accordance with the requirements of the Exchange in connection with the Qualifying Transaction has been filed with the Exchange and applicable Canadian securities regulators on SEDAR and is available under the Corporation's profile at www.sedar.com.
Amar Bhalla, former Chief Executive Officer of Carlaw, said, "We are excited to have partnered with Galane and become an unhedged gold producer. We believe this is an excellent opportunity for our shareholders."
The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.