ADS SPACE HERE

KODE PPC ANDA

Midway Gold Corp. and Pan-Nevada Gold Corporation ("Pan-Nevada") today announced they have modified the terms of the formal arrangement agreement (the "Arrangement Agreement") respecting the previously announced Plan of Arrangement under the British Columbia Business Corporations Act, whereby Midway would acquire, through a series of transactions, all outstanding Pan-Nevada shares on the basis of one Midway share and one-half of one Midway share purchase warrant being issued for every four Pan-Nevada shares held, each whole warrant entitling the holder to purchase one additional Midway share at a price of $4.00 per share, for a term of 12 months (the "Arrangement"). Under an amended Arrangement Agreement, Pan-Nevada shareholders will instead receive one Midway share for every 3.5714 Pan-Nevada shares (or 0.28 of a Midway share for each Pan-Nevada share) and the above-referenced Midway share purchase warrants will not be issued. This change was made due to U.S. securities legislation issues affecting the exercise of the Midway warrants by U.S. residents. The parties respective valuations of Midway and Pan-Nevada have not changed.

As previously stipulated, holders of existing Pan-Nevada share purchase warrants and stock options will receive new Midway share purchase warrants and stock options under the Arrangement which are equivalent to their rights existing prior to the Arrangement. A fairness opinion on the effect of the Arrangement will be provided with the meeting materials. A meeting of Pan-Nevada shareholders will be held in early April to approve the amended Plan of Arrangement.

Midway Gold Corp. is a precious metals exploration company, listed as a Tier 1 issuer on the TSX Venture Exchange under the symbol "MDW". Midway focuses on the creation of value for shareholders by exploring and developing high-grade, quality precious metal resources in stable mining areas. Details of Midway Gold's projects are available on the company's website at www.midwaygold.com.

Pan-Nevada Gold Corporation is a junior gold exploration company, listed on the TSX Venture Exchange under the symbol "PNV", which focuses on acquiring and exploring precious metal projects in Nevada. The company is headquartered in Vancouver, British Columbia, Canada with an operations office in Evergreen, Colorado, USA. Details of Pan-Nevada's projects are available on its website at www.pannevada.com.

This release has been reviewed and approved by Midway's President and CEO, Mr. Alan Branham (M.Sc. and CPG), as well as by Pan-Nevada's CEO, Mr. John E. Watson.

ON BEHALF OF THE BOARD OF MIDWAY GOLD CORP.

Alan Branham, President and CEO

ON BEHALF OF THE BOARD OF PAN-NEVADA GOLD CORPORATION

John E. Watson, Chief Executive Officer

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and Pan-Nevada shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Pan-Nevada Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of the above companies should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.


Contact:

Teresa Gustine
Midway Gold Corp.
Toll Free: 1-877-475-3642
Website: www.midwaygold.com

Mr. John E. Watson
Pan-Nevada Gold Corporation
(303) 674-9400
Website: www.pannevada.com

Source: Midway Gold Corp., Pan-Nevada Gold Corporation

KODE PPC ANDA

Related Posts by Categories



Widget by Hoctro | Jack Book

0 comments