Gold, Silver and Mineral Exploration
Focused on exploration and advancement of mineral projects primarily in Mexico and Peru
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MacMillan Gold Corp. > Press Release
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NEWS - Duran Ventures and MacMillan Gold Agree to Business Combination

Posted by: AGORACOM on April 03, 2008 09:18AM

TORONTO, ONTARIO - (April 3, 2008) - George A. Brown, CEO of both Duran Ventures Inc. (TSX VENTURE:DRV) ("Duran") and MacMillan Gold Corp. (TSX: VENTURE:MMG) ("MacMillan"), is pleased to provide the following information regarding a binding letter of intent ("LOI") dated March 31, 2008.

On March 6, 2008 the board of Duran authorized the three non-executive directors to negotiate with MacMillan and enter into a binding agreement to acquire or combine the 50% of Minera Aguila de Oro SAC held by MacMillan with the 50% held by Duran. Minera Aguila de Oro SAC is the Company in Peru in which the property titles and permits are held by the joint venture between the two companies.

On March 31, 2008, Duran made an offer which MacMillan accepted for a "Business Combination" to achieve the intended goals. Duran's offer will result in MacMillan shareholders receiving one share of New Duran for each two shares of MacMillan. Duran shareholders will receive one share of New Duran for each share of Duran. Unexercised warrants and stock options in MacMillan will become warrants or stock options in New Duran on the same basis of one for two which will result in half the number of warrants or stock options available for exercise at twice the current exercise prices. Warrants or stock options in Duran become warrants or stock options in New Duran in the same numbers exercisable at the same prices. The offer is based upon the assumptions that MacMillan Gold will complete the "Spin Out Transaction" which was approved by MacMillan shareholders on March 31, 2008 prior to or in conjunction with the proposed Business Combination.

Based on the current fully diluted of Duran being 31,831,158 and the fully diluted of MacMillan being 68,941,752 the fully diluted of New Duran would be 66,307,034 with current Duran shareholders owning 48% of New Duran and current MacMillan shareholders owning 52% of New Duran based on a fully diluted basis. The 4% premium to MacMillan shareholders was considered reasonable and acceptable by Duran due to MacMillan owning approximately 5% of the shares of Duran (1,300,000 shares) and MacMillan having a right to revert at any time from the current 50:50 joint venture to a 5% NSR without any further joint venture spending by granting Duran a 100% interest in the joint venture.

The Business Combination provides that "Spin Out" MacMillan (Mexico) will not retain any of the 1,300,000 shares of Duran and will not purchase any shares of Duran for 24 months without the express written approval of New Duran. The Business Combination also provides that the 5% NSR will be eliminated if the transaction is completed.

The working capital of Duran and of MacMillan will be adjusted to be matching amounts for purposes of the Business Combination. Adjustments to each company's working capitals will be made to reflect that the inter-company payables and receivables related to the current joint venture eliminate on combination since they are reflected in the combined values for 100% of Minera Aguila de Oro SAC. MacMillan has committed not to enter into transactions which would create any additional dilution which could increase the current maximum New Duran shares due to MacMillan shareholders. Duran may complete a financing with the express written approval of MacMillan. Proceeds from a subsequent financing by Duran would be excluded from the matching working capital calculations mentioned above.

The Business Combination is subject to shareholder approvals by Duran and by MacMillan. A joint information circular will be prepared and mailed to both shareholder groups to explain and solicit the required shareholders approvals.

Each company has committed $150,000 In Trust ($300,000) to be released to the company that obtains shareholder approval if the other company does not. This is to partially offset the costs incurred by the successful company if the other is not able to complete shareholder approval for the Business Combination. If both or neither receive shareholder approval the money is divided equally. Each company has also committed $375,000 In Trust ($750,000) as a Break Up Fee. This will be released to the damaged party if one party is able to complete the Business Transaction and the other is not after shareholder approvals have been received. Either company may elect to terminate the Business Combination and receive the Break Fee if there is a material change in the board of directors (a change of 50% or more of the directors) of the other company which the terminating party deems unacceptable to them at their sole discretion.

Duran is excited about the prospect of advancing 100% of Minera Aguila de Oro SAC and the Peru properties. Both companies feel that the Business Combination will remove the uncertainty surrounding the potentially large 5% NSR and improve the efficiency of the development of the Peru assets. MacMillan feels that this will allow them to proceed with their original business plan of gold and silver exploration in Mexico as a result of the "Spin Out Transaction". MacMillan also feels that this plan will result in a more favourable valuation for MacMIllan shareholders for the combined value of our Mexico assets and 50% share of Peru assets being converted to New Duran shares.

Investors are invited to visit the MacMillan Gold IR Hub at www.agoracom.com/IR/MacMillan where they can post questions and receive answers or review existing questions and answers. Investors may also email questions or request to be added to the investor email list at MMG@agoracom.com

Duran Ventures Inc. and MacMillan Gold Corp .are Canadian resource companies

listed on the TSX Venture Exchanges: Symbols "DRV" & "MMG".

The TSX Venture Exchange has not reviewed and accepts no responsibility for the adequacy or accuracy of this news release

CONTACT INFORMATION:

Duran Ventures Inc. and MacMillan Gold Corp.
George A. Brown
CEO
(416) 867-1101
Fax: (416) 867-1222
Email: duranventures@ca.inter.net
Email: macmillangold@ca.inter.net

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Executive Address
Mmg-brown-ea
George Brown
CEO
April 07, 2008

Mr. Brown comments on the recently announced business combination with Duran Ventures

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