TORONTO, ONTARIO--(Marketwire - Sept. 15, 2008) - Duran Ventures Inc. (TSX VENTURE:DRV) ("Duran") and MacMillan Gold Corp. (TSX VENTURE:MMG) ("MMG") are pleased to provide the following update on the proposed arrangement between the companies as announced in a news release dated April 3, 2008. Duran and MMG have executed a definitive agreement (the "Agreement") whereby Duran will acquire all of the issued and outstanding securities of MMG by way of plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) ("ABCA"). Under the terms of the Agreement, MMG will continue to Alberta under the ABCA (the "Continuance"), where immediately prior to merging with a wholly owned subsidiary of Duran, it will complete the spin-out of its Mexican mineral properties to a wholly owned subsidiary of MMG ("Spinco") pursuant to the terms of a transfer and assumption agreement. On September 12, MMG received an interim order (the "Interim Order") of the Court of Queen's Bench of Alberta (the "Court") providing for, among other things, the calling of a meeting of shareholders of MMG to approve the Arrangement. The Court has set a time to review the petition of MMG at 1:30 pm (Calgary time) on Wednesday October 15, 2008 for a final order (the "Final Order") declaring, among other things, that the Arrangement is fair to the MMG security holders.
Under the Arrangement, shareholders of MMG will receive one Duran common share and one Spinco common share in exchange for every two MMG common shares previously held. The purpose of the Arrangement is to consolidate ownership of certain Peruvian mineral properties (which MMG and Duran currently hold as to 50% each) in Duran while providing that Spinco can focus on developing MMG's Mexican mineral property assets. The Agreement further provides that MMG will have matching working capital to Duran, calculated as of August 31, 2008, and adjusted for the elimination of the intercompany items related to the Peru properties and for the Duran financing which closed after the March 31, 2008 LOI. MMG will match a minimum of $1,000,000 at the time of completion of the Arrangement. The shares of MMG's Mexican subsidiary which holds MMG's Mexican mineral properties, cash and other liquid assets in the amount of approximately $5,000,000 and certain liabilities associated with the Mexican mineral properties will be transferred to Spinco, all as part of the Arrangement. See the joint news release of MMG and Duran dated April 3, 2008 for more information. Closing of the transactions comprising the Arrangement is subject to customary conditions, including approval by MMG and Duran shareholders, the receipt of Court and necessary regulatory approvals including the TSX Venture Exchange.
MMG and Duran have each called shareholder meetings to approve the Continuance, the Arrangement and related transactions. Both meetings will be held at the Toronto Board of Trade at 1 First Canadian Place on Tuesday October 14, 2008. The MMG meeting will be held at 9:00 am and the Duran meeting will follow at 10:30 am.
A joint information circular (the "Circular") and other materials related to the meetings containing full details in respect of the Continuance, the Arrangement and related transactions, as well as the matters to be considered at the meetings, will be mailed to shareholders of both companies in accordance with the Interim Order, and will also be available on www.SEDAR.com.
The arrangement has extended beyond the original August 31, 2008 completion timeframe, for reasons including that the Duran meeting will also include the election of directors, the appointment of auditors, and a resolution to approve the existing 10% rolling stock option plan. For administrative purposes, Duran is also requesting shareholder approval for continuance under the Canada Business Corporations Act as well as approval of a shareholder right's plan.
The Board of MacMillan Gold Corp. and of Duran Ventures Inc. unanimously recommends the arrangement to their respective shareholders. George A. Brown has abstained as a director of Duran due to his declared potential conflict of interest as the President & CEO of MacMillan Gold. Paradigm Capital Inc. has provided an opinion that the transaction is fair, from a financial point of view, to Duran shareholders. The Arrangement is expected to be completed shortly after receipt of the Final Order.
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".
