Toronto, Ontario -- Detour Gold Corporation (TSX: DGC) ("Detour
Gold") and PDX Resources Inc. (TSX:PLG) ("PDX") announce that the merger
of the companies was approved today at separate special meetings of
their respective shareholders.
Gerald Panneton, President and Chief Executive Officer of Detour Gold,
stated, "We are pleased that the shareholders of Detour Gold and PDX
recognize the benefits of the merger. We look forward to completing the
merger and advancing the Detour Lake project under a simplified
ownership structure with a broader investor base and assisted by a
respected and experienced board of directors."
The parties expect that articles of amalgamation will be filed shortly,
providing for the amalgamation of PDX and a wholly-owned subsidiary of
Detour Gold (the "Amalgamation") to be effective tomorrow, March 27,
2009, at 12:01am (Edmonton time) (the "Effective Time"). At the
Effective Time, outstanding common shares of PDX will be cancelled.
Registered holders of common shares of PDX immediately prior to the
Effective Time will receive 0.2571 of a common share of Detour Gold in
exchange for each PDX share cancelled; provided that, if this exchange
would result in any such holder receiving a fractional Detour Gold
share, then the number of Detour Gold shares issued to that holder will
be rounded up to the next whole number.
A PDX shareholder may obtain a share certificate representing the Detour
shares to which he or she is entitled by depositing with Computershare
Investor Services Inc. the certificate(s) representing the PDX shares
held by him or her, together with a properly completed letter of
transmittal. Instructions on how to exchange PDX share certificates are
described in the letter of transmittal which accompanied the Joint
Management Information Circular of Detour and PDX dated February 20,
2009 (the "Joint Circular") mailed in connection with the merger.
Copies of the letter of transmittal and the Joint Circular are available
on SEDAR at www.sedar.com or by written request to the Director
Investor Relations of Detour Gold at the address provided below.
About PDX Resources Inc.
PDX's principal asset is its 19 million common shares (representing a
42.2% equity interest) of Detour Gold. At the Effective Time, the
successor to PDX resulting from the Amalgamation will be a wholly-owned
subsidiary of Detour Gold. Following the Effective Time, Detour Gold
intends to wind-up this successor company and cause the 19 million
Detour Gold common shares that it holds to be cancelled.
About Detour Gold Corporation
Detour Gold is a Canadian gold exploration and development company whose
focus is to advance the development of its Detour Lake project located
in northeastern Ontario. The Amalgamation will not materially affect
the outstanding share capital of Detour Gold as the number of Detour
Gold common shares to be issued in the Amalgamation will be almost equal
to the number to be cancelled following the Amalgamation. On a
post-merger basis, Detour Gold will have approximately 45,014,000 common
shares issued and outstanding.
For further information, please contact:
Gerald Panneton, President and CEO Laurie Gaborit, Director Investor
Relations
Tel: (416) 304.0800 Tel: (416) 304.0581
Detour Gold Corporation, Royal Bank Plaza, North Tower, 200 Bay Street,
Suite 2040, Toronto, Ontario M5J 2J1
Forward-Looking Information
This press release contains certain forward-looking information as
defined in applicable securities laws (referred to herein as
"forward-looking statements"). Forward-looking information includes, but
is not limited to, information concerning the merger between Detour
Gold and PDX and matters relating thereto. Often, but not always,
forward-looking statements can be identified by the use of words such as
"plans", "expects", "is expected", "budget", "scheduled", "estimates",
"continues", "forecasts", "projects", "predicts", "intends",
"anticipates" or "believes", or variations of, or the negatives of, such
words and phrases, or statements that certain actions, events or
results "may", "could", "would", "should", "might" or "will" be taken,
occur or be achieved. Specifically, this press release includes
forward-looking statements regarding: Detour Gold's planned drilling
program and estimate of the quantity and quality of its mineral
resources. Inherent in forward-looking statements are risks,
uncertainties and other factors beyond Detour Gold's and PDX's ability
to predict or control. These risks, uncertainties and other factors
include, but are not limited to, the uncertainties involved in
interpreting geological data and other risks involved in the gold
exploration and development industry as well as those risk factors
listed in Detour Gold's Annual Information Form (AIF), Item 4.4 --
"Description of Business - Risk Factors" filed on SEDAR. Readers are
cautioned that the list of factors included in the AIF is not exhaustive
of the factors that may affect the forward-looking statements. Actual
results and developments are likely to differ, and may differ
materially, from those expressed or implied by the forward-looking
statements contained in this press release. Such statements are based on
a number of assumptions which may prove to be incorrect, including, but
not limited to, the following assumptions: Detour Gold's exploration
and development activities on the Detour Lake Property will proceed in
accordance with Detour Gold's current timetables; and Detour Gold's
resource estimates, geological and metallurgical assumptions (including
with respect to the size, grade and recoverability of mineral resources)
and operational and price assumptions on which the resource estimates
are based, are accurate. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause Detour
Gold's and PDX's actual results, performance or achievements to be
materially different from any of its future results, performance or
achievements expressed or implied by forward-looking statements. All
forward-looking statements herein are qualified by this cautionary
statement. Accordingly, readers should not place undue reliance on
forward-looking statements. Neither Detour Gold or PDX undertakes any
obligation to update publicly or otherwise revise any forward-looking
statements whether as a result of new information or future events or
otherwise, except as may be required by law.
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