Cassels Brock Acts for the Agents in Absolute Gold’s $30,000,000 Private Placement of Subscription Receipts

Published: 08/03/2012

By Eva Bellissimo, Myroslav Chwaluk, Paul M. Stein

On July 27, 2012, GoGold Resources Inc. (“GoGold”) completed its previously announced acquisition of Absolute Gold Holdings Incorporated (“Absolute”) through a plan of arrangement under the Canada Business Corporations Act.  Pursuant to the plan of arrangement, GoGold acquired 100% of the issued and outstanding common shares and common share purchase warrants of Absolute, on the basis of 0.81 common shares of GoGold for each one common share of Absolute and 0.81 warrants of GoGold for each one warrant of Absolute. Upon completion of the plan of arrangement, Absolute became a wholly-owned subsidiary of GoGold.

In connection with the acquisition transaction, Absolute completed a brokered private placement of 30,000,000 subscription receipts at a price of CDN$1.00 per subscription receipt through a syndicate of agents led by BMO Capital Markets, and which included Canaccord Genuity Corp. and Wolverton Securities Ltd.  The 30,000,000 subscription receipts sold under the Offering were automatically converted into 30,000,000 shares of Absolute and 15,000,000 warrants of Absolute upon the satisfaction of certain specified escrow release conditions on July 24, 2012.  Pursuant to the plan of arrangement, each such common share of Absolute was exchanged for 0.81 common shares of GoGold and each such warrant of Absolute was exchanged for 0.81 warrants of GoGold.

GoGold, with the assets of Absolute acquired in the transaction, has a portfolio of gold and silver exploration and processing properties in Mexico and Canada.

Cassels Brock acted for the agents with a team that included Paul Stein, (Securities/Mining), Eva Bellissimo (Securities/Mining) and Myroslav Chwaluk (Securities).