Asanko will maintain its TSX and NYSE MKT listings, and has applied to list on the ASX subject to completion of the Merger. In the United States the issuance of securities of Asanko under the Merger will be conducted in reliance on the exemption from registration found under section 3(a)(10) of the Securities Act of 1933. Asanko will continue to be a foreign private issuer under United States securities laws.
The Merger will create a combined company with an aggregate market capitalization expected to be in the $700 million range. Existing Keegan Shareholders and PMI Shareholders will each own approximately 50% of Asanko, inclusive of currently in-the-money dilutive securities.
Benefits of the Merger
There are many anticipated benefits of the proposed combination of PMI and Keegan. It is anticipated that the formation of Asanko by the merger will create one of the leading West African gold development companies within which the expanded technical expertise will unlock the full value of PMI's Obotan Gold Project and Keegan's Esaase Gold Project in Ghana.
The key anticipated benefits of the Merger to PMI Shareholders and Keegan Shareholders is summarized but not limited to the following:
-- Asanko is set to become the leading gold development company in West Africa with near term production expected from a unitized project comprised of two nearby gold deposits - the Obotan Gold Project and Esaase Gold Project;-- Asanko will have an enlarged, more diverse resource base;-- Asanko will be strongly capitalized with over $340 million in cash on hand and no debt outstanding;-- The Obotan Gold Project can proceed to construction quickly - approximately 200,000 ounces per year with first gold pour expected in 2014;-- The development of the Esaase Gold Project can be funded from cash flow - additional 150,000 to 200,000 ounces per year;-- Asanko will be run by an experienced mine development and operational executive and management team;-- Asanko will have an enhanced capital markets presence - Asanko is expected to appeal to a broader shareholder base, increase analytical following and improve share trading liquidity; and-- The Arrangement is expected to be tax neutral or deferred for substantially all participants.
About PMI Gold Corporation
PMI is an international gold company which is focused on developing a substantial West African gold business spanning three emerging mining centres in south-west Ghana, one of the world's most prolific gold producing regions. PMI has a strong portfolio of assets in Ghana, with a dominant 70km contiguous landholding in the Asankrangwa Gold Belt with interests in 9 concessions which comprises the 100% owned Obotan Gold Project and the 100% owned Asanko Regional Exploration Project. PMI also holds 2 mining leases and 2 concessions within the Ashanti Gold Belt which comprises the advanced exploration Kubi Gold Project. The Obotan Gold Project (Measured Resources of 15.57Mt grading 2.47g/t Au for 1.23Moz; Indicated Resources of 29.21Mt grading 2.00g/t Au for 1.88Moz; and Inferred Resources of 21.91Mt grading 1.99g/t Au for 1.40Moz, based on a 0.5g/t Au cut-off) is scheduled to start gold production in 2014 and expected to produce an average of 221,500 oz Au per year over the first five years. Mineral Resources is based on a resource estimate audited by Mr Peter Gleeson, who is a full time employee of SRK Consulting. Mr Gleeson is a Member of the Australian Institute of Geoscientists (MAIG) with sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity undertaken to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' and as defined in terms of NI43-101 standards for resource estimation of gold. Mr Gleeson has more than 5 years' experience in the field of Exploration Results and of resource estimation in general and consents to the inclusion of matters based on information in the form and context in which it appears.
