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Orient Capital Pty Ltd.
In Australia at 1-800-250-297 or outside of Australia by telephone at +61 2 8280 7610.
DETAILS OF THE ARRANGEMENT
If approved by the PMI Shareholders and Keegan Shareholders (the "Shareholders"), and subject to final court approval and the satisfaction or waiver of the conditions to closing, it has jointly been agreed that for the purposes of this transaction, Keegan will be the surviving entity and will acquire all of the outstanding common shares of PMI. The combined company will continue under the name "Asanko Gold Inc." ("Asanko"), reflective of the West Ghana region in which the two companies hold their principal gold projects.
Management Team and Board of Directors of Asanko
-- Peter Buck and Shawn Wallace, the respective Chairman of PMI and Keegan will become Co-Chairmen.-- Peter Breese, Keegan's Chief Executive Officer, and Collin Ellison, PMI's Managing Director and Chief Executive Officer, will respectively assume the offices of Chief Executive Officer and President of Asanko Gold.-- The board of directors of Asanko Gold will be comprised of three directors from each of PMI and Keegan with a seventh director to be appointed thereafter. Peter Buck, Ross Ashton and Dr. John A. Clarke from PMI and Shawn Wallace, Colin Steyn and Gordon Fretwell from Keegan.
Share Exchange Ratio
Under terms of the Arrangement, each PMI Shareholder will receive 0.21 Asanko shares for each PMI share exchanged (the "Exchange Ratio"). In addition, all outstanding options and warrants of PMI that have not been duly exercised prior to the effective time of the Arrangement (the "Effective Time") will be exchanged for options and warrants, as the case may be, of Asanko that will entitle the holders to receive, upon exercise thereof, Asanko shares based upon the Exchange Ratio and otherwise on the same terms and conditions as were applicable to such PMI options and warrants immediately before the Effective Time. As Keegan is the surviving corporate entity, existing Keegan security holders will not need to exchange their securities.
Market Capitalization and Share Ownership
The Arrangement will create a combined company with an aggregate market capitalization expected to be around $700 million. Existing Keegan and PMI Shareholders will each own approximately 50% of Asanko, inclusive of currently in-the-money dilutive securities.
Listing
Asanko will be listed on the TSX, NYSE MKT and the ASX stock exchanges (with the ASX listing being a condition of closing).
BENEFITS TO PMI AND KEEGAN SHAREHOLDERS
The key anticipated benefits of the Arrangement to PMI and Keegan Shareholders is summarized below but not limited to the following:
-- Asanko Gold 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 Gold will have an enlarged, more diverse resource base;-- Asanko Gold will be strongly capitalized with approximately $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 for more than 11 years;-- The development of the Esaase Gold Project can be funded from cash flow - additional 150,000 to 200,000 ounces per year;-- Asanko Gold will be run by an experienced mine development and operational executive and management team;-- Asanko Gold will have an enhanced capital markets presence - Asanko Gold is expected to appeal to a broader shareholder base, increase analyst following and have improved share liquidity; and,-- The Arrangement is expected to be tax neutral or deferred for substantially all participants.
