A board meeting in Central Asia Gold AB ("CAG AB") was held yesterday. The
items on the agenda were to evaluate the main conditions for the merger with
Russian mining company NMC stipulated in the SPA-agreement, which was signed in
November in respect of the transaction. This with a view that an Extraordinary
Shareholders' Meeting in CAG AB will be conducted on December 22, 2008 to
approve of the merger.
The main conditions for the merger stipulated in the SPA-agreement were:
• Obtaining of satisfactory due diligence reports on CAG AB as well as on NMC
• Approval by the Board of Directors of both companies
• Obtaining of exemption from the mandatory Swedish bid rules
CAG has now received the due diligence reports completed by some of the
globally leading audit- and legal firms. Also, a technical review was made of
NMC's assets by a Russian independent mining engineering company. Thereafter it
has been concluded by the CAG board of Directors that no new facts have
surfaced that would prevent the completion of the transaction.
On December 11, 2008 the Swedish Authority "Aktiemarknadsnämnden" in its
resolution 2008:51 exempted NMC's main owners from the mandatory bid
requirements that would otherwise have applied.
The Board of Directors of CAG AB therefore considers that NMC has fulfilled the
conditions stipulated in the SPA-agreement.
For more information, please contact:
MD Torbjorn Ranta, tel: +46 (0)8 624 26 80, fax: +46 (0)8 624 37 20, mobile
phone: +46 (0)70 8 85 55 04, e-mail: torbjorn.ranta@centralasiagold.se,
Website: www.centralasiagold.se, Post- and visiting address: Brovägen 9, SE-182
76 Stocksund.
Central Asia Gold AB is a Swedish mining company focused on gold production and
exploration in Russia and Mongolia in the central parts of Asia. The gold
production was initiated in late January 2005 and the assets as at early 2008
encompassed some 645,000 troy ounces (1 troy ounce = 31.1 g) of C1/ C2 Russian
gold reserves.
Cautionary Statement: Statements and assumptions made in this report with
respect to Central Asia Gold AB's ("CAG") current plans, estimates, strategies
and beliefs, and other statements that are not historical facts, are
forward-looking statements about the future performance of CAG. Forward-looking
statements include, but are not limited to, those using words such as "may",
"might", "seeks", "expects", "anticipates", "estimates", "believes",
"projects", "plans", strategy", "forecast" and similar expressions. These
statements reflect management's expectations and assumptions in light of
currently available information. They are subject to a number of risks and
uncertainties, including, but not limited to, (i) changes in the economic,
regulatory and political environments in the countries where CAG operates; (ii)
changes relating to the geological information available in respect of the
various projects undertaken; (iii) CAG's continued ability to secure enough
financing to carry on its operations as a going concern; (iv) the success of
its potential joint ventures and alliances, if any; (v) exchange rates,
particularly between the Russian rouble and the U.S. dollar. In the light of
the many risks and uncertainties surrounding any gold production and
exploration company at an early stage of its development, the actual results
could differ materially from those presented and forecast in this report. CAG
assumes no unconditional obligation to immediately update any such statements
and/or forecasts.
