27 Mar 2009 11:38
27th March 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED)
Cluff Gold plc
("Cluff Gold" or the "Company")
Results of General Meeting
Cluff Gold plc (AIM: CLF; TSX: CFG) announces that at its General Meeting, held earlier today, all resolutions were approved.
"In this difficult economic environment, this placement demonstrates the strength of our assets and operational expertise," said Algy Cluff, Chairman of Cluff Gold. "Cluff Gold has successfully brought two gold mines into production and we are on track to produce an estimated 100,000 ounces of gold in 2009. In the second half of this year we expect to generate positive cash flow that will allow us to advance development of our flagship Baomahun gold project in Sierra Leone."
Following the approval of the resolutions at today's General Meeting, completion of the placing of 20,285,000 new ordinary shares (the "Placing Shares"), at a price of 40p per share to raise gross proceeds of £8,114,000 (approximately US $11,397,736), as announced on 4 March 2009 (the "Placing"), is now conditional on admission of the Placing Shares to trading on AIM and the satisfaction of any other outstanding conditions. A further announcement will be released upon completion of the Placing.
The estimated expenses of the Placing are £486,840.
These funds will be used to progress an accelerated drilling programme at the Baomahun gold project in Sierra Leone, to increase production at the Kalsaka mine in Burkina Faso by further investment in the on-site plant and equipment and through additional ore definition drilling and for working capital purposes.
Application has been made for the Placing Shares to be admitted to trading on AIM and dealings are expected to commence on 31 March 2009.
The Company has received conditional approval from the Toronto Stock Exchange ("TSX") for acceptance of the Placing and for the Placing Shares to be listed on the TSX. The Placing Shares are expected to be listed on the TSX on 31 March 2009. However, in accordance with the form of subscription letter used in connection with the Placing, each placee has agreed not to trade any Placing Shares through the facilities of the TSX for a period of four months and one day following the closing of the Placing
Following completion of the Placing, the total number of shares in issue in the Company will be 117,136,331 ordinary shares.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended, (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any U.S. state.
For further information, please contact:
Cluff Gold plc
J.G. Cluff
Chairman
Tel: +44 (0) 20 7340 9790
Nominated Adviser
WH Ireland Limited
David Youngman / Katy Mitchell
Tel: +44 161 832 2174
| Joanna Longo Investor Relations (Canada) The Equicom Group +1 416 815 0700 ext 233 jlongo@equicomgroup.com | Simon Robinson Investor Relations (U.K.) Farm Street Communications Ltd +44 (0) 207 099 2212 simon.robinson@farmstreetmedia.com |
About Cluff Gold
Cluff Gold is focused on the identification, acquisition and development of gold deposits in West Africa that are amenable to open-pit mining and low cost production techniques. The Company has assembled a portfolio of mineral interests at various stages of development in Côte d'Ivoire, Burkina Faso, Sierra Leone, Mali and Ghana. Cluff Gold progressed from being an explorer to a producer in Q1 2008 and is expected to produce 100,000 ounces of gold on an annualised basis from 2009 from its Angovia Gold Mine in Cote d'Ivoire and from its Kalsaka Gold Mine in Burkina Faso. Cluff Gold is actively evaluating known satellite deposits to expand the resource base at both mines.
This News Release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, the positioning of the Company for future success, statements regarding potential future production at Angovia and Kalsaka, exploration and drilling results at Baomahun, and future capital plans and objectives of Cluff Gold, are forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Cluff Gold's expectations include, among others, risks related to international operations, the actual results of current exploration and drilling activities, changes in project parameters as plans continue to be refined as well as future price of gold. Although Cluff Gold has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cluff Gold does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS PRESS RELEASE.