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legal, the bribery part is no big deal. thats why i never mentioned it in my post. illegally mining thus risking losing the mine completely is. all those they bribed were arrested. not paying those with royalties is also a big deal. fact is there was no need to do anything illegally. they had all the correct permits. all they had to do was file the correct reports. seems as if these guys just hate filing anything.
-------------------- "keep your stick on the ice & your cup firmly in place"
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Shore Gold Inc. and Kensington Resources Ltd. to merge
Shore Gold Inc. and Kensington Resources Ltd. to merge Stock Symbol: SGF:TSX Stock Symbol: KRT:TSX-V
SASKATOON and VANCOUVER, Aug. 15 /CNW/ - Shore Gold Inc. (TSX: SGF) ("Shore") and Kensington Resources Ltd. (TSX-V: KRT) ("Kensington"), two of Canada's most advanced diamond exploration companies, announce that they have reached a definitive agreement to merge. Under the terms of the agreement, Shore will offer 0.64 Shore common shares for each common share of Kensington. Based on the closing price of Shore on August 12, 2005 of $5.45, this offer values Kensington at $3.49 per share representing a premium of 35% to Kensington based on both parties' respective 30-day average closing share prices and a premium of 45% to Kensington's closing share price on August 12, 2005. "This is a truly synergistic combination that achieves our strategic goals and further consolidates the Fort à la Corne diamond trend under one public company. Both shareholder groups will have an unparalleled opportunity to realize the growth potential of one of the largest diamond fields in the world. We intend to aggressively pursue the development of the Star property and the adjoining FALC ground with our joint venture partners and to fully maximize the potential of the region. Our goal is to create an exciting long term future for all stakeholders," said Kenneth E. MacNeill, President and CEO of Shore Gold Inc. "The combination of our two companies presents a wonderful opportunity for all stakeholders at Fort à la Corne. Kensington shareholders will benefit from exposure to the potential for the near-term development of a diamond mine at the Star Kimberlite, they will continue to participate in the aggressive development of the Fort à la Corne joint venture diamond project and they will realize an immediate premium to the current share price," says Robert A. McCallum, President and CEO of Kensington Resources Ltd. "With Board and management participation in the new entity, Kensington's people will be an integral part of the organization going forward."
Highlights of the combined company include:
Consolidation of the Highly Prospective Fort à la Corne Region - Fort à la Corne is one of the world's largest diamond-bearing kimberlite fields with proven macrodiamond and large stone potential - Compelling combination of Shore's 100% interest in the Star Kimberlite with over 240 million tonnes of kimberlite grading 15.7 cpht and Kensington's 42.245% interest in 63 kimberlite bodies including over 369 million tonnes of kimberlite with 35 million carats identified to date
Aggressive Exploration and Development Plan - Combined company will have a cash position of approximately $175 million ($220 million fully diluted), with no debt, to aggressively pursue its exploration and development plans - $21 million has been budgeted by Shore for 2005 to advance the Star pre-feasibility study (total budget of $44 million with expected completion in 2007) - $26.5 million has been budgeted by Kensington and the other FALC joint venture partners for the 2005 exploration program for the Fort à la Corne joint venture diamond project as part of an aggressive three year plan to identify 70 million carats and advance to a pre-feasibility decision - Combined company's FALC joint venture interest will continue to benefit from the expertise, resources and technical skills of De Beers, the global leader in the diamond industry
Synergy Potential - Potential for significant development synergies and operational economies of scale - Combined company will have a market capitalization of over $780 million, increased trading liquidity, a larger, more diverse shareholder base and an enhanced profile both domestically and internationally, all of which are expected to provide it with better access to capital
Strong Management and Board - Kenneth MacNeill will be the President and CEO and will lead an integrated management team - James R. Rothwell (former President of BHP Diamonds Inc.) will be non-executive Chairman of the combined board of directors - The eight-member board of directors will consist of five existing Shore directors (Kenneth MacNeill, Arnie Hillier, Neil McMillan, Ronald Walker, Harvey Bay) and three Kensington nominees (James R. Rothwell, Robert McCallum and William Stanley)
Strong Sponsorship - Newmont is highly supportive of this transaction and has confirmed their desire to maintain a 9.9% interest in the combined company
"As a major shareholder of Shore we fully support the combination of Shore and Kensington. It will give the combined shareholders the benefits of Shore's exciting, wholly owned development project and the exploration potential on the FALC joint venture's 63 already known kimberlites. The economies of scale to be realized from this merger could also be significant," said Mr. Pierre Lassonde, President of Newmont 3 Mining Corp. "Having been involved in the very successful early development of the Canadian diamond industry, it is exciting now to participate in the huge potential for development of Saskatchewan diamonds," says Jim Rothwell, Chairman of Kensington Resources Ltd.
Transaction
The merger will occur by way of a Plan of Arrangement (the "Arrangement") to be approved at a special meeting of Kensington securityholders expected to be held on or before October 27, 2005. The formal information circular containing the details and conditions of the Arrangement is expected to be mailed to Kensington securityholders in September 2005. The Board of Directors of Kensington has unanimously approved the arrangement agreement and is recommending that securityholders vote in favour of the arrangement at the Kensington securityholders' meeting. Kensington's Board of Directors has received a fairness opinion from BMO Nesbitt Burns stating that the consideration to be received under the Arrangement is fair, from a financial point of view, to Kensington shareholders. Shore has entered into agreements with Kensington's directors and officers whereby such shareholders have agreed to vote in favour of the Arrangement. Upon closing, Kensington's outstanding warrants and options would be replaced with Shore warrants and options with equivalent terms on the basis of the exchange ratio for common shares of Kensington under the Arrangement. Upon completion of the merger, Shore will have approximately 145 million shares outstanding (162 million fully diluted) and the basic ownership split will be approximately 65% Shore and 35% Kensington. The transaction is conditional on approval from a minimum of 66 2/3% of the votes cast at the Kensington securityholders' meeting and on the receipt of all necessary regulatory and court approvals. The definitive agreement is not subject to a due diligence condition. Pursuant to the agreement, Kensington has agreed not to solicit third party interest regarding an alternative acquisition of Kensington (a "Competing Business Transaction"), subject to fiduciary obligations. Kensington and Shore have each agreed to pay a break-fee of $7.0 million, payable in certain circumstances, including by Kensington where Kensington concludes a Competing Business Transaction. Shore has retained Genuity Capital Markets to act as Shore's financial advisor and Bennett Jones LLP to act as Shore's legal advisor. Kensington's Board of Directors has established a Special Committee to evaluate the combination and to make a recommendation to the Kensington Board of Directors. Kensington's Special Committee has retained BMO Nesbitt Burns to act as its financial advisor and Lawson Lundell LLP to act as its legal advisor.
Conference Call
A conference call is scheduled for Monday, August 15 at 2:00 p.m. Eastern time. The call-in number is:
- North American toll-free: 1-866-250-4877
A replay of this conference call will be available from Monday, August 15 until September 5, 2005. The replay number is:
Shore is a Canadian based corporation engaged in the acquisition, exploration and development of mineral properties. Shares of Shore trade on the TSX Exchange under the trading symbol "SGF". Kensington Resources Ltd. is an exploration and mine development company currently focused on the high potential Fort à la Corne Diamond Project in Saskatchewan. The Fort à la Corne Diamond Project is a joint venture among Kensington Resources Ltd. (42.245%), De Beers Canada Inc. (42.245%), Cameco Corporation (5.51%) and UEM Inc. (carried 10%). Shares of Kensington trade on the TSX Venture Exchange under the trading symbol "KRT".
Cautionary Statements
The information in this news release contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties, which are beyond Shore's control, including the impact of general economic conditions and the price of diamonds. Shore's actual results and performance could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits Shore will derive from them.
Where to Find Additional Information About the Transaction
This press release is neither an offer to purchase securities nor a solicitation of an offer to sell securities. Investors and securityholders are strongly advised to read the arrangement agreement, plan of arrangement and the information circular to be sent to Kensington securityholders in connection with the special meeting, as well as any amendments and supplements to those documents, when they become available because they will contain important information.
Neither the Toronto Stock Exchange nor the TSX Venture Exchange have reviewed or accept responsibility for the adequacy or accuracy of this news release.
For further information: please contact: Shore Gold Inc., Kenneth E. MacNeill, President & CEO, (306) 664-2202 or Wade MacBain, Investor Relations, (306) 664-2202; Kensington Resources Ltd., Robert A. McCallum, President & CEO, (604) 682-0020 or Mel Gardner, Manager, Investor Relations, 1-800-710-6083
posted
legal, first you need real companies doing good things. second you need those companies to merge. this leaves the big problem, not 1 of the cmkx buddies is a real company doing good things. cmkx is a scam thus leaving you with no companies to merge. in fact with this lawsuit against USCA & GEMM & Nevada Minerals, if they lose the claims because of their illegal actions those companies could join cmkx as history. since those diamond claims have a positive history & their value is established to a point they could end up losing to the tune of about &5 of that estimated value to the guy sueing them plus damages...that could put all 3 companies under.
-------------------- "keep your stick on the ice & your cup firmly in place"
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quote:Originally posted by legaleagle: Just a little peek at the future. Wouldn't want y'all to get behind.
I would like to nominate legal for the "loose lips award" for this year. He has now spent over a year dropping "hints", without once having any substantive proof of anything he is posting. I think this deserves some kind of recognition. (Personally, I think he is UC in disguise, but I cant prove that either). IMO, (Lord, I hate those words) this whole bunch is headed for the trash can. None of these companies has a reasonable chance of coming back from the dead, and I'd be willing to bet the end is nearer than farther at this point. To das moon, legal (or UC, whichever you really are).
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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ed, it will soon appear darker for CMKX than it is currently. But know it's only the "public show". No I'm not Urban. I think some here have already seen my photo to disprove that. However, if you have "boots on the ground" in Sask, you can see the same things Urban is seeing.
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We already proved this was a scam. The master shareholder list proved most of the theories wrong, the 360, UC owning 51%, that the "seller" owned 84%, and UC's dilution. It is so obvious yet the hard core koolaid drinker still don't see it. They still live in the dream world they created and pour out there garbage even with the mounds of evidence that prove them wrong. I think you will have a better chance getting a crack addict off of crack then making them see the obvious truth.
-------------------- Invest with your brain not with your heart.
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Well, I've about had it with this thread, so I'll just read. My 22M shares will either turn into a million dollars or crap paper. Either way, I'll just sit and wait.
You guys have fun, I got other fish to fry.
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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quote:Originally posted by legaleagle: ed, it will soon appear darker for CMKX than it is currently. But know it's only the "public show". No I'm not Urban. I think some here have already seen my photo to disprove that. However, if you have "boots on the ground" in Sask, you can see the same things Urban is seeing.
legal, what in hell are you talking about...."soon appear darker"...."public show"?
ed, where have we heard that "I have had it with this thread!" before? LMAO
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A knowledgeable word of advice. Your last post really made it look as though you had some kind of inside information that others do not have...."boots on the ground" in Sask" and your previous comment about "darker" and "public show". If you do have any such information, legal, SECURITIES LAWS REQUIRE YOU TO MAKE IT PUBLIC, since you would then have information other public investors do not have. I AM NOT JOKING OR BASHING. What you have implied is a very serious matter....to me and to appropriate officials charged with policing trading illegalities.
PS: If you do not have such information, I would strongly advise you to explain that statement.
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quote:Originally posted by Ric: We already proved this was a scam. The master shareholder list proved most of the theories wrong, the 360, UC owning 51%, that the "seller" owned 84%, and UC's dilution. It is so obvious yet the hard core koolaid drinker still don't see it. They still live in the dream world they created and pour out there garbage even with the mounds of evidence that prove them wrong. I think you will have a better chance getting a crack addict off of crack then making them see the obvious truth.
If that's all you're basing your scam charges on, forget it. Shareholders on that list have already proven the list is erroneous.
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A knowledgeable word of advice. Your last post really made it look as though you had some kind of inside information that others do not have...."boots on the ground" in Sask" and your previous comment about "darker" and "public show". If you do have any such information, legal, SECURITIES LAWS REQUIRE YOU TO MAKE IT PUBLIC, since you would then have information other public investors do not have. I AM NOT JOKING OR BASHING. What you have implied is a very serious matter....to me and to appropriate officials charged with policing trading illegalities.
PS: If you do not have such information, I would strongly advise you to explain that statement.
Wallace why don't you quit trying to sound so important. If you would drive up to Sask and look around and see things happening, that would not be insider information. That's good DD.
If you snoop around in public legal documents, that is not insider info.
You see, that is what I have been trying to tell you. A google search of a persons name is DD, but it's not the end all, be all, of stock research.
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quote:Originally posted by Ric: We already proved this was a scam. The master shareholder list proved most of the theories wrong, the 360, UC owning 51%, that the "seller" owned 84%, and UC's dilution. It is so obvious yet the hard core koolaid drinker still don't see it. They still live in the dream world they created and pour out there garbage even with the mounds of evidence that prove them wrong. I think you will have a better chance getting a crack addict off of crack then making them see the obvious truth.
If that's all you're basing your scam charges on, forget it. Shareholders on that list have already proven the list is erroneous.
Thats ridiculous. If it was a fake or wrong then why did the TA give it to the SEC. That means more laws were broken. And if your claim is that the SEC made up the list then that is even funnier. Geeze you are getting silly now. I seen the people get mad because there personsal info was out there. I can't believe you even go there.
But you did just prove my original point.
-------------------- Invest with your brain not with your heart.
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legal, you & any other cult member still standing by UC & CMKX has completely lost all ability to reason as a normal functioning human being. your minds have gone into a disfunctional area not often seen. the kool-aide referances is a perfect fit as the Jim Jones cult implications match almost completely. there was a cult that killed themselves at midnight Jan. 1st 2000 because they thought aliens were going to be there to take them to new worlds but they had to be dead to make the transition. the cmkx cult is getting close to these levels of delusion. there is no DD about hidden activities on the positive side. there is DD about illegal activities surrounding CMKX, USCA, GEMM & Nevada Minerals. there is proof of cheating, lying, & stealing for all of these companies. if you're implying that these things were needed to complete a master plan you might think of the nickname for one of your cults honored members...WWJD....ask yourself that question. i know the asnswer would have nothing to do with lying, cheating or stealing.
-------------------- "keep your stick on the ice & your cup firmly in place"
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legal, I will accept your explanation above. However, as to your suggestion to drive to Sask, I am not about to waste any money on such a stupid trip.
As far as what you think is DD is concerned, I will take it for what it is worth.
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You know legal. I have been PM'd by someone who claims he is from Sask area. He claimed there was nothing going on there and made other claims too. Guess what, I didn't post it, why? It doesn't matter because its hearsay. Like Acca claiming he knew for fact that CMKX was merging with Citicorp. These koolaid drinkers think that by saying things whether they are true or not they will be made god like an worshiped. But believing anyone of them is ridiculous.
So have you been to Sask yourself and what did you see or are you going by hearsay??????
-------------------- Invest with your brain not with your heart.
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quote:Originally posted by Ric: We already proved this was a scam. The master shareholder list proved most of the theories wrong, the 360, UC owning 51%, that the "seller" owned 84%, and UC's dilution. It is so obvious yet the hard core koolaid drinker still don't see it. They still live in the dream world they created and pour out there garbage even with the mounds of evidence that prove them wrong. I think you will have a better chance getting a crack addict off of crack then making them see the obvious truth.
If that's all you're basing your scam charges on, forget it. Shareholders on that list have already proven the list is erroneous.
Thats ridiculous. If it was a fake or wrong then why did the TA give it to the SEC. That means more laws were broken. And if your claim is that the SEC made up the list then that is even funnier. Geeze you are getting silly now. I seen the people get mad because there personsal info was out there. I can't believe you even go there.
But you did just prove my original point.
Why do you even bother? Leagle/noahtl is a complete idiot. Not a SINGLE one of his theories have come true and he has yet to disprove all the negative facts I've posted.
He's some idiot in a wheelchair crying out for attention
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Re: GB: Is UC a smart businessman? FWIW « Reply #9 on Today at 11:01am » Starlight,
I am writing this letter in response to your comment regarding UC as a businessman.
I am aware that you have knowledge of the current events which are taking place. However, in my opinion you have no understanding regarding the events taking place.
IMO UC was self-dealing, negligent, and willful in his conduct regarding CMKX and the shareholders. He showed negligence by not maintaining books, records, contracts, and necessary paperwork in an orderly way. Most offices do not allow original paperwork to leave an office, usually only copies leave an office, and a record maintained of dates, and to whom they were sent. UC owed a duty of care to CMKX, and the shareholders, and by not showing a duty of care he has harmed the company and the shareholders.
IMO UC did not abide by the SEC laws and regulations, and by such conduct he has harmed CMKX, and the shareholders.
Why do you believe UC has a right to preferential treatment regarding his conduct? UC is not exempt from any duty others have to comply with.
If you feel ignorance is an excuse then you are still in error. In this instance IMO ignorance is not an excuse, UC owed a duty of care, he knew or should have known. And, IMO is legally responsible.
I realize "beyond a reasonable doubt" is the standard for proof, but it does not mean "beyond all doubt."
I urge you to go to the heart of this matter, the basic reason that is in dispute in court.
I am not a basher of CMKX, I am a shareholder of CMKX, and will continue to hold my sense of firmness about the truth of the idea that lies somewhere between "suspicion" and "knowledge."
It is not my intent to bash you, only to encourage you to not be bias from any preconceived opinions you have regarding UC.
posted
Noahtl/Leagle you are such a dufus you love the drama don't you. You empty headed twit this stock is the only reason you have to get up in the morning isn't it. sad sad sad
sweetbird Diamond Hunter * member is offline
Joined: Aug 2005 Posts: 28
Now why do this to George Burns? « Thread Started on Today at 12:39pm » George Burns has put a huge effort to bring boh sides of the CMKX story to all involved.
Why now in these times must people turn face and ridicule, deny and try to bring him down?
Why can these people that now turn face not continue to learn from him?
Posts: 1469 Registered: 10/22/2004 Member Is Offline
posted on 8/14/2005 at 22:06
George has been banned in Sterling's PalTalk, since he came back from his self imposed exile two weeks ago, for accusing UC of diluting. This morning he was banned from Willy's PalTalk. You can't get much lower than that. Who knows what happened to him? He used to be one of the best DD people.
"There is an appointed time for everything, and a time for every affair under the heavens" Ecc 3,1
George snapped. Some believe he was a basher in sheeps clothing. All I know is my cousin (Sandi) cut and pasted to me some things he had written to her and another lady on a board. To say it was vulgar is an understatement. I certainly don't have virgin ears, but that kind of gutter language turned my stomach. The man has issues, IMO.
Posts: 1013 Registered: 10/13/2004 Member Is Online
posted on 8/15/2005 at 11:46
Hi Wolfhound, (and any others), I am familiar with the conversation on platalk and most regular paltalkers are. It put the curl back in my hair and that is not easy to do.
But let's drop the talking about GB since it won't benefit him and we will suffice it to say we don't take the words he giveth forth as the gospel. I never have so this about face isn't affecting me at all.
I will be posting Postrushes post from Board 32 on a separate thread. It notes that CMKX is getting the OSTK treatment now according to the usual plan. -Good point. We are so used to being bashed we may not have noticed.
IMO-Debi
29,000 children die every day of starvation and hunger related diseases....but not on a day of hope....visit http://cmkxdayofhope.********s37.com
All these people that used to thrive off the George.
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i was going to add a smart azz comment to that Ric...maybe...for what its worth i dont know either or something along those lines but i figured i'd let it slide...lol
-------------------- "keep your stick on the ice & your cup firmly in place"
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What's going on with them Philly Eagles Wallace?Looks like Blitzburg is all over 'em.Now,finaly Big Ben gets some P.T., with 2 two T.D.'s allready on the board.LOL
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eagles need to rid themselves of T.O....great player but an even greater azzhole. eagles are good because they are a team, t.o. cares less about a team only himself. i'd bet big money him playing the super bowl was only about him & what it would mean to him & his pocketbook or fame. he is a cancer on a team.
-------------------- "keep your stick on the ice & your cup firmly in place"
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