Philip Cunningham agrees to vote in favour of arrangement between Goldstone Resources Inc. and Premier Gold Mines Ltd.
22.06.2011 | CNW
TORONTO, June 22, 2011 /CNW/ - Mr. Philip Cunningham, the Chairman, Interim CEO and largest shareholder of Goldstone Resources Inc., announced today that he has entered into a lock-up and support agreement (the “Support Agreement“) with Premier Gold Mines Limited pursuant to which, and subject to the terms thereof, he has agreed to vote all of the common shares (“Common Shares“) of Goldstone Resources Inc. beneficially owned or controlled by him (12,205,709) in favour of an acquisition of Goldstone by Premier to be effected by way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“). The Arrangement is to be carried out on the terms and subject to the conditions contained in an arrangement agreement (the “Arrangement Agreement“) between Goldstone and Premier that was publicly announced by Goldstone and Premier on June 21, 2011. Pursuant to the Arrangement Agreement, shareholders of Goldstone will receive, for each Common Share, 0.16 of a common share of Premier and $0.0001 cash. As a result, Mr. Cunningham would beneficially own or control approximately 1,952,913 of the common shares of Premier upon consummation of the Arrangement.The Support Agreement contains representations, warranties and covenants customary for an agreement of this nature and will terminate upon certain events, including automatically (i) upon the termination of the Arrangement Agreement in accordance with its terms, or (ii) on August 31, 2011.
Mr. Cunningham owns or controls 12,205,709 common shares of Goldstone representing approximately 11.67% of the outstanding common shares.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters.
For further information:
contact Philip Cunningham at 416-860-1636.
