New Dawn Reports on Corporate Actions
Toronto Stock Exchange Delisting Effective November 20, 2013
Share Consolidation Effective December 6, 2013
Continuance to Cayman Islands Expected to Occur in December 2013
TORONTO, Ontario, December 6, 2013 - New Dawn Mining Corp. (TSX: ND) (“New Dawn” or the “Company”), a junior gold mining company operating in Zimbabwe, announced additional corporate actions that it is taking to implement, on a sequential basis, a 1-for-100,000 consolidation of its common shares (with a fractional share cash- out on the basis of C$0.13 per pre-consolidation common share) (the “Share Consolidation”) and a continuance from Canada to the jurisdiction of the Cayman Islands (the “Continuance”). As previously announced, these corporate actions were approved by the shareholders of the Company at a Special Meeting of Shareholders held on November 19, 2013.
Also as previously announced, the Company’s common shares were delisted from the Toronto Stock Exchange effective on the close of trading on Wednesday, November 20, 2013.
The Company’s Share Consolidation has been implemented by filing articles of amendment to the Company’s articles of incorporation effective on December 6, 2013. As a result, shareholders will shortly be receiving new post-consolidation common shares in the Canadian-domiciled New Dawn legal entity, if applicable, and the fractional share cash-out payment. As the new common shares to be issued to shareholders under the Share Consolidation will not have either a CUSIP number or an ISIN number, such common shares will only be issued in physical form.
Following the Share Consolidation, the Company intends to take immediate steps to terminate its reporting obligations to Canadian securities regulators.
Following the implementation of the Share Consolidation, the Company expects to implement the Continuance, which is expected to occur during December 2013. Upon the effectiveness of the Continuance, shareholders will be entitled to exchange their
post-consolidation common shares of the Canadian-domiciled New Dawn legal entity for newly issued ordinary shares of the Cayman Islands New Dawn legal entity on a one- for-one basis.
The Company will continue to advise shareholders as appropriate.
New Dawn investor relations can be contacted as follows: Telephone: +1 416.585.7890 x 230
Special Note Regarding Forward-Looking Statements: Certain statements included or incorporated by reference in this news release, including information as to the future financial or operating performance of the Company, its subsidiaries and its projects, constitute forward-looking statements. The words “believe,” “expect,” “anticipate,” “contemplate,” “target,” “plan,” “intends,” “continue,” “budget,” “estimate,” “may,” “schedule” and similar expressions identify forward-looking statements. Forward-looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of gold production and prices, operating costs, results and capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Such factors include, among others, risks relating to reserve and resource estimates, gold prices, exploration, development and operating risks, political and foreign risk, uninsurable risks, competition, limited mining operations, production risks, environmental regulation and liability, government regulation, currency fluctuations, recent losses and write-downs and dependence on key employees. See “Risk Factors” in the Company’s Management’s Discussion and Analysis – 2012. Due to risks and uncertainties, including the risks and uncertainties identified above, actual events may differ materially from current expectations. Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein. Forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or results or otherwise.