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Blue Gold Obtains Interim Court Order For Combination with Riverstone Resources Inc.
By: Marketwire .
Nov. 9, 2012 07:00 AM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/09/12 -- Blue Gold Mining Inc. ("Blue Gold") (TSX VENTURE:BGX) and Riverstone Resources Inc. ("Riverstone") (TSX VENTURE:RVS)(OTCQX:RVREF)(FRANKFURT:3RV) are pleased to announce that Blue Gold has obtained an interim order from the British Columbia Supreme Court authorizing the holding of the annual and special meeting (the "Meeting") of Blue Gold's shareholders ("Blue Gold Shareholders") and matters relating to the conduct of the Meeting.
At the Meeting, Blue Gold Shareholders will be asked, among other things, to consider and, if thought fit, approve a special resolution relating to the proposed plan of arrangement (the "Arrangement"), involving Blue Gold and Riverstone. As announced in Blue Gold's and Riverstone's joint press release on October 18, 2012, the Arrangement will be carried out pursuant to an arrangement agreement dated October 17, 2012 between Blue Gold and Riverstone (the "Arrangement Agreement").
Meeting materials including a Notice of Annual and Special Meeting and Management Information Circular, are scheduled to be mailed to Blue Gold Shareholders of record as at November 5, 2012 in advance of the Meeting in accordance with statutory requirements. Upon completion of the mailing to registered Blue Gold Shareholders, the materials for the Meeting will be filed by Blue Gold and will be available under Blue Gold's SEDAR profile at www.sedar.com.
The Meeting will be held at 10:00 a.m. (Vancouver time) on December 12, 2012 at Suite 2600-595 Burrard Street, Vancouver, British Columbia, Canada.
If the special resolution approving the Arrangement is approved by the requisite vote of Blue Gold Shareholders and all other conditions to the Arrangement are satisfied or waived, Riverstone will acquire all of the outstanding common shares of Blue Gold. Under the Arrangement, each Blue Gold Shareholder will be entitled to receive 0.801 of a common share of Riverstone ("Riverstone Shares") for each Blue Gold common share ("Blue Gold Share") held. Any outstanding options and warrants of Blue Gold will be adjusted so that, upon exercise subsequent to completion of the transaction, for each Blue Gold Share that would previously have been issued, the optionholder or warrantholder will receive 0.801 of a Riverstone Share.
To become effective the Arrangement will require approval of Blue Gold Shareholders holding at least 66 2/3% of the Blue Gold Shares, voting in person or by proxy. The Arrangement is also subject to the final approval of the TSX-V. The board of directors of Blue Gold unanimously recommends that Blue Gold Shareholders vote FOR the special resolution approving the Arrangement.
The Arrangement is expected to close around mid December 2012, shortly after receipt of the Blue Gold Shareholder and court approvals, at which time it is expected that the Blue Gold Shares will be de-listed from the TSX-V. See Riverstone's and Blue Gold's joint press released dated October 18, 2012.
Riverstone is active in Burkina Faso, West Africa, where it holds a portfolio of four high quality exploration projects covering in excess of 2,000 km. Riverstone's flagship project is the Karma Project, which comprises a NI 43-101 compliant in-pit Whittle total indicated resources of approximately 1.9 million ounces of gold in 56.5 million tonnes with an average grade of 1.07 g/t gold and total inferred resources of approximately 492 thousand ounces of gold in 15.4 million tonnes with an average grade of 1.0 g/t gold (see Riverstone's news release dated October 3, 2012 filed on SEDAR (www.sedar.com)). The results of an independent Preliminary Economic Assessment ("PEA"), which has recently been released (see Riverstone news release dated August 20, 2012 and NI 43-101 Technical Report titled, "Preliminary Economic Assessment Report for the Karma Project, Burkina Faso, West Africa", with an effective date of August 2, 2012, filed on SEDAR (www.sedar.com) September 17, 2012), highlights the Karma Project to have robust economics. The PEA is based on Riverstone's previous January 9, 2012 resource estimate and while relevant and valid in regards of the January 9, 2012 estimate cannot necessarily be extrapolated to the updated resource estimate. The results of the updated resource estimate announced on October 3, 2012, for which a NI 43-101 compliant independent Technical Report titled, "Technical Report and Updated Resource Estimate on the Karma Project, Burkina Faso, West Africa", dated effective October 1, 2012 was filed on SEDAR November 7, 2012, are expected to further enhance project value as the Karma Project is advanced.
The PEA is considered preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves and there is no certainty that the production profile concluded in the PEA will be realized. Mineral Resources that are not Mineral Reserves have not yet demonstrated economic viability.
Paul Anderson, M.Sc., P. Geo., Riverstone's Vice-President, Exploration, is Riverstone's Qualified Person for the purposes of National Instrument 43-101 and has reviewed and approved the technical contents of this release.
About Blue Gold
Blue Gold is a gold growth company with a single-minded goal - to dream big and deliver big results. Blue Gold's mandate therefore is simple, deliberate, and unambiguous: hold out for truly remarkable opportunities - the type of opportunities which its deep experience and science-based methodologies can identify, transform and grow into remarkable value and profits for our shareholders. For details on Blue Gold's activities, visit www.bluegoldmining.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" as such term is defined in applicable Canadian securities laws (together referred to herein as "forward-looking statements"). Except for statements of historical fact relating to Riverstone or Blue Gold, information contained herein constitutes forward-looking statements.. Forward-looking statements are characterized by words such as "plan," "expect", "budget", "target", "project", "intend," "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this news release include, but are not limited to, statements relating to completion of the acquisition of Blue Gold by Riverstone and the effect Riverstone's updated resource estimate will have on any economic analysis of the Karma. Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include (i) that Riverstone and Blue Gold will complete the arrangement transaction described herein, (ii) political developments, whether generally or in respect of the mining industry specifically, in Burkina Faso not consistent with Riverstone and Blue Gold's current expectations, (iii) Riverstone's and Blue Gold's expectations in connection with the projects and exploration programs discussed herein being met, (iv) the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating metal prices and currency exchange rates (such as the West African CFA franc versus the Canadian Dollar), (v) changes in project parameters as plans continue to be refined,(vi) the continued employment of key Riverstone and Blue Gold employees, as well as those risk factors discussed or referred to in Riverstone's and Blue Gold's respective annual Management's Discussion and Analysis and Annual Information Form for their respective most recently completed year ends filed with the applicable securities regulatory authorities and available at www.sedar.com. Although Riverstone and Blue Gold have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Neither Riverstone nor Blue Gold undertakes any obligation to update forward-looking statements if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding Riverstone's and Blue Gold's expected financial and operational performance and results as at and for the periods ended on the dates presented in their respective plans and objectives and may not be appropriate for other purposes.
This news release may use the terms "measured", "indicated" and "inferred" as these terms are defined under Canada's National Instrument 43-101. U.S. investors are advised that, while such terms are recognized and required by Canadian regulations, they are not recognized by the United States Securities and Exchange Commission ("SEC") and may not be comparable to similar information for United States mining or exploration companies. As such, certain information contained on this news release concerning descriptions of mineralization and resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. U.S. investors are cautioned not to assume that any part or all of the mineral deposits described in these categories will ever be converted into proven or probable reserves, as defined in the SEC's Industry Guide No. 7.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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