Fronteer Gold Securityholders Overwhelmingly Approve Plan of Arrangement With Newmont
March 30 2011 - 11:53AM
Marketwired
Fronteer Gold Inc. (TSX: FRG)(NYSE Amex: FRG) ("Fronteer Gold") is
pleased to announce that an overwhelming majority of Fronteer Gold
securityholders who voted today at Fronteer's Special Meeting of
Shareholders (the "Meeting") have voted to approve the plan of
arrangement pursuant to which Newmont Mining Corporation will
acquire all the issued and outstanding common shares of Fronteer
Gold (the "Arrangement"). Over 99.7% of the securities voted at the
Meeting were voted in favour of the special resolution approving
the Arrangement.
Under the Arrangement, shareholders of Fronteer Gold will
receive Cdn$14.00 in cash and one common share of a new company
("Pilot Gold"), which will own certain exploration assets of
Fronteer Gold, for each common share of Fronteer Gold. On
completion of the Arrangement, former Fronteer Gold securityholders
will hold approximately 80.1% of the pro forma outstanding shares
of Pilot Gold, on a fully-diluted basis and the remaining 19.9% of
the Pilot Gold shares will be held indirectly by Newmont. At the
Meeting, Fronteer Gold shareholders also voted approximately 98.5%
in favour of adopting the Pilot Gold stock option plan.
The Toronto Stock Exchange (the "TSX") has conditionally
approved the listing of the Pilot Gold shares on a date to be
determined following completion of the Arrangement subject to
satisfying the requirements of the TSX.
Fronteer Gold's application to the Ontario Superior Court of
Justice to obtain the final court order approving the Arrangement
is scheduled for Friday, April 1, 2011. Assuming court approval is
obtained and that all other conditions to the Arrangement are
satisfied or waived, the Arrangement is expected to become
effective on or about April 6, 2011.
Forward-Looking Statements
This release contains "forward-looking statements" within the
meaning of applicable securities laws that are intended to be
covered by the safe harbors created by those laws, including
statements that use forward-looking terminology such as "may",
"will", "expect", "anticipate", "believe", "continue", "potential"
or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements may include, without
limitation, statements regarding the completion of the proposed
transaction and other statements that are not historical facts.
While such forward-looking statements are expressed by Fronteer
Gold, as stated in this release, in good faith and believed by
Fronteer Gold to have a reasonable basis, they are subject to
important risks and uncertainties including court approvals, the
satisfaction or waiver of certain other conditions contemplated by
the Arrangement Agreement, changes in applicable laws or
regulations, competition from other mining companies, and the other
risks disclosed in Fronteer Gold's public filings, any or all of
which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking
statements. As a result of these risks and uncertainties, the
proposed transaction could be modified, restructured or not be
completed, and the results or events predicted in these
forward-looking statements may differ materially from actual
results or events. These forward-looking statements are not
guarantees of future performance, given that they involve risks and
uncertainties. Fronteer Gold does not undertake any obligation to
release publicly revisions to any forward-looking statement, except
as may be required under applicable securities laws. Investors
should not assume that any lack of update to a previously issued
forward-looking statement constitutes a reaffirmation of that
statement. Continued reliance on forward-looking statements is at
investors' own risk.
NEWS RELEASE 11-08
Contacts: Fronteer Gold Inc. Mark O'Dea President & CEO
604-632-4677 or Toll Free 1-877-632-4677 Fronteer Gold Inc. Sean
Tetzlaff Chief Financial Officer 604-632-4677 or Toll Free
1-877-632-4677 info@fronteergold.com www.fronteergold.com
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