Latest news with #MergerAgreement
Business Upturn
a day ago
- Business
- Business Upturn
CMB.TECH's update on the Golden Ocean merger process
Antwerp, July 17, 2025 (GLOBE NEWSWIRE) — NV (NYSE: CMBT & Euronext Brussels: CMBT) (' provides a market update on the progress of the stock-for-stock merger between and Golden Ocean Group Limited (NASDAQ: GOGL & Euronext Oslo Børs: GOGL) ('Golden Ocean'). The transaction is structured as a merger, with Golden Ocean merging with and into Bermuda Ltd. (' Bermuda'), a wholly-owned subsidiary of with Bermuda as the surviving company (the 'Merger'). In the framework of the Merger, all outstanding common shares of Golden Ocean[1] will ultimately be exchanged for newly issued ordinary shares at an exchange ratio of 0.95 ordinary shares of for each common share of Golden Ocean (the 'Exchange Ratio'), subject to customary adjustments pursuant to the agreement and plan of merger dated 28 May 2025 (the 'Merger Agreement'). Upon completion of the Merger, would issue approximately 95,952,934 new ordinary shares (the 'Merger Consideration Shares'), assuming the Exchange Ratio is not adjusted. This press release provides an update on the key steps completed and expected to be completed in the near future to close the Merger, as provided in the Merger Agreement. [1] Other than Golden Ocean common shares already owned (directly or indirectly) by or Golden Ocean. Corporate approvals – Shareholders' meeting Golden Ocean notes the announcement by Golden Ocean to hold a special general meeting on 19 August 2025 at 9.00 am ADT, at Hamilton Princess and Beach Club, 76 Pitts Bay Road, Hamilton HM 08, Bermuda, to vote on, among other things, the approval of the Merger Agreement, the Bermuda Merger Agreement (as defined in the Merger Agreement) and the transactions contemplated thereby including the Merger and the appointment of the exchange agent (the 'Golden Ocean SGM'). Golden Ocean shareholders of record at the close of business on the record date (16 July 2025) will be entitled to vote at the Golden Ocean SGM. The supervisory board of and the board of directors of Golden Ocean have both unanimously approved the transaction and the Merger does not require the approval of shareholders. Upon completion of the Merger, shareholders would own approximately 70% (or 67% excluding treasury shares) of the total issued share capital of and Golden Ocean shareholders would own approximately 30% (or 33% excluding treasury shares) of the total issued share capital of assuming the Exchange Ratio is not adjusted. Furthermore, upon completion of the Merger, Golden Ocean would delist from the Nasdaq Global Select Market and Euronext Oslo Børs and deregister from the U.S. Securities and Exchange Commission ('SEC'). would remain listed on the New York Stock Exchange ('NYSE') and Euronext Brussels and will pursue a secondary listing on Euronext Oslo Børs subject to completion of the Merger. Assuming timely fulfillment of the relevant closing conditions, the parties aim to complete the Merger as soon as possible after the Golden Ocean SGM, expected on or around 20 August 2025, which will also be the first day of trading for the newly issued shares on NYSE, Euronext Brussels and, tentatively, the first day of trading of on Euronext Oslo Børs. The Merger will create one of the largest listed diversified maritime groups in the world with a combined fleet of approximately 250 vessels. More information can be found in the registration statement on Form F-4 (the 'Registration Statement') filed by with the SEC on 1 July 2025. Regulatory approvals and filings On 26 June 2025, received antitrust clearance from the German Bundeskartellamt (Federal Cartel Office). On 16 July 2025, the SEC declared effective the Registration Statement. The Registration Statement filed with the SEC includes a prospectus of and a proxy statement of Golden Ocean. A free copy of the proxy statement and prospectus can be obtained at the SEC's website at In addition, a NYSE supplemental listing application was filed with the NYSE on 7 July 2025, which will be used for the listing and the admission to trading of the new shares to be issued following the Merger on the NYSE. is preparing an exemption document in relation to the Merger and the contemplated secondary listing of on Euronext Oslo Børs in accordance with Regulation (EU) 2017/1129 (the 'Prospectus Regulation') and Commission Delegated Regulation (EU) 2021/528 (the 'Exemption Document'). The Exemption Document will be published shortly before the Golden Ocean SGM and will become available on website. The Exemption Document is not a prospectus within the meaning of the Prospectus Regulation and is not subject to review and approval by the relevant competent authority pursuant to Article 20 of the Prospectus Regulation. It is envisaged that Golden Ocean shareholders owning Golden Ocean common shares that trade on Nasdaq shall receive their portion of the new ordinary shares that trade on NYSE, and Golden Ocean shareholders owning Golden Ocean common shares that trade on Euronext Oslo Børs shall receive their portion of the new ordinary shares that are expected to trade on Euronext Oslo Børs. To secure timely delivery and settlement of the Merger Consideration Shares to shareholders on Euronext Oslo Børs, through the Norwegian settlement system, and CMB contemplate to enter into a short-term share lending. About is a diversified and future-proof maritime group that owns and operates more than 160 seagoing vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels and port vessels. also offers hydrogen and ammonia fuel to customers, through own production or third-party producers. is headquartered in Antwerp, Belgium, and has offices across Europe, Asia, United States and Africa. is listed on Euronext Brussels and the NYSE under the ticker symbol 'CMBT'. About Golden Ocean Golden Ocean is a Bermuda incorporated shipping company specialising in the transportation of dry bulk cargoes. As of May 2025, the Golden Ocean fleet consists of more than 90 vessels, with an aggregate capacity of approximately 13.7 million deadweight tonnes. Golden Ocean's ordinary shares are listed on Nasdaq with a secondary listing on the Euronext Oslo Børs under the ticker symbol 'GOGL'. Forward-Looking Statements Matters discussed in this press release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words 'believe', 'anticipate', 'intends', 'estimate', 'forecast', 'project', 'plan', 'potential', 'may', 'should', 'expect', 'pending' and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure that we will achieve or accomplish these expectations, beliefs or projections. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. assumes no duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date. Disclaimer This press release is also published in Dutch. If ambiguities should arise from the different language versions, the English version will prevail. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not a recommendation in favor of the proposed Merger described herein. In connection with the proposed Merger, has filed with the SEC the Registration Statement that includes a prospectus of and a proxy statement of Golden Ocean. also has filed other relevant documents with the SEC regarding the proposed Merger. YOU ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. You may obtain a free copy of the proxy statement/prospectus and other relevant documents that files with the SEC at the SEC's website at Attachment update on the Golden Ocean merger process Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash
National Post
2 days ago
- Business
- National Post
AngloGold Ashanti Agrees to Acquire Augusta Gold to Further Consolidate Nevada District
Article content LONDON & DENVER & JOHANNESBURG — AngloGold Ashanti plc (' AngloGold Ashanti ') and certain of its affiliates have entered into a definitive agreement (the ' Merger Agreement ') with Augusta Gold Corp. (' Augusta Gold ') to acquire all issued and outstanding shares of common stock of Augusta Gold (the ' Transaction ') at a price of C$1.70 per share of common stock (the ' Price ') in cash. Article content The Price implies a fully-diluted equity value for Augusta Gold of approximately C$152 million (approximately US$111 million). The Price represents a premium of approximately 28% to the closing price of Augusta Gold's common stock on the Toronto Stock Exchange (' TSX ') on 15 July 2025, the day prior to the announcement of the Transaction and 37% to the volume-weighted average share price over the 20 days prior to announcement of the Transaction. Additionally, in connection with the Transaction, AngloGold Ashanti will provide funds for the repayment of certain stockholder loans (which amounted to approximately US$32.6 million at 31 March 2025). Article content Article content The Transaction allows AngloGold Ashanti to further consolidate its footprint in the Beatty District by acquiring Reward, a permitted, feasibility stage project, the Bullfrog deposit, and all tenements surrounding each of these properties. The acquired properties are adjacent to AngloGold Ashanti's claims in the Beatty District and will provide additional Mineral Resources to AngloGold Ashanti's inventory. Article content ' This acquisition reinforces the value we see in one of North America's most prolific gold districts, ' said AngloGold Ashanti CEO Alberto Calderon. ' We believe that securing these properties will not only solidify our leading position in the most important new gold district in the U.S., but will also improve our ability to develop the region under an integrated plan – with more flexibility, greater access, better infrastructure sharing, and cohesive engagement with all stakeholders '. Article content The Transaction Article content The Transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including the approval of the holders of a majority of outstanding shares of Augusta Gold common stock, as well as the approval by a majority of the votes cast by holders of outstanding shares of Augusta Gold common stock excluding certain related parties, at a stockholder meeting expected to be held in the fourth quarter of 2025. Pursuant to the Transaction, Augusta Gold will become an indirect wholly-owned subsidiary of AngloGold Ashanti and Augusta Gold's shares of common stock will no longer be listed on any public stock exchange or traded on any over-the-counter market. Article content The board of directors of Augusta Gold (the ' Augusta Gold Board ') unanimously approved, and recommended that Augusta Gold's stockholders approve and adopt, the Merger Agreement and the Transaction. Prior to the Augusta Gold Board approval, the audit committee of the Augusta Gold Board reviewed, and recommended that the Augusta Gold Board approve, the Merger Agreement and the Transaction. All directors and certain executive officers of Augusta Gold, as well as Augusta Investments Inc., holding shares of Augusta Gold common stock representing in the aggregate approximately 31.5% of Augusta Gold's issued and outstanding shares of common stock, have entered into voting support agreements with AngloGold Ashanti, pursuant to which they have agreed, among other things, to vote their shares of Augusta Gold common stock in favour of adopting the Merger Agreement and the Transaction. Article content About AngloGold Ashanti Article content AngloGold Ashanti, with its head office in Denver, Colorado, is an independent, global gold mining company with a diverse, high-quality portfolio of operations, projects and exploration activities across ten countries on four continents. Article content Advisers and Counsel Article content AngloGold Ashanti has engaged RBC Capital Markets as its financial adviser, Womble Bond Dickinson (US) LLP and Cravath, Swaine & Moore LLP as its U.S. legal counsel and Stikeman Elliott LLP as its Canadian legal counsel in connection with the Transaction. Article content This communication may be deemed to be solicitation material in respect of the proposed acquisition of Augusta Gold by AngloGold Ashanti. In connection with the proposed transaction, Augusta Gold intends to file relevant materials with the U.S. Securities and Exchange Commission (the ' SEC '), including Augusta Gold's proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF AUGUSTA GOLD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING AUGUSTA GOLD'S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders of Augusta Gold are or will be able to obtain these documents (when they are available) free of charge from the SEC's website at or free of charge from Augusta Gold under the 'Investors' section of Augusta Gold's website at Article content AngloGold Ashanti and Augusta Gold and certain of their respective directors and executive officers, under SEC rules, may be deemed to be 'participants' in the solicitation of proxies from securityholders of Augusta Gold in connection with the proposed transaction. Information about AngloGold Ashanti's directors and executive officers is available in AngloGold Ashanti's annual report on Form 20-F for the financial year ended 31 December 2024, which was filed with the SEC on 15 April 2025 (the ' AGA 2024 Form 20-F '). Information about Augusta Gold's directors and executive officers is available in Augusta Gold's annual report on Form 10-K for the financial year ended 31 December 2024, which was filed with the SEC on 18 March 2025 (the ' Augusta Gold 2024 Form 10-K '). To the extent holdings of Augusta Gold's securities by their respective directors or executive officers have changed since the amounts set forth in the Augusta Gold 2024 Form 10-K, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 4 filed by Augusta Investments Inc. and Richard Warke on 13 March 2025. Additional information concerning the interests of Augusta Gold's participants in the solicitation, which may, in some cases, be different than those of Augusta Gold's stockholders generally, will be set forth in Augusta Gold's proxy statement relating to the proposed transaction when it becomes available. Article content Forward-looking statements Article content Certain statements contained in this communication, other than statements of historical fact, including, without limitation, those concerning the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, potential delays in consummating the proposed transaction, the ability of AngloGold Ashanti to timely and successfully achieve the anticipated benefits of the proposed transaction, the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, the impact of the proposed transaction on AngloGold Ashanti's existing business, costs related to the proposed transaction, the outcome of any legal proceedings that may be instituted against AngloGold Ashanti, Augusta Gold or any of their respective directors or officers related to the Merger Agreement or the proposed transaction, the economic outlook for the gold mining industry, expectations regarding gold prices, production, total cash costs, all-in sustaining costs, cost savings and other operating results, return on equity, productivity improvements, growth prospects and outlook of AngloGold Ashanti's operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of AngloGold Ashanti's exploration and production projects and the completion of acquisitions, dispositions or joint venture transactions, AngloGold Ashanti's liquidity and capital resources and capital expenditures, the consequences of the COVID-19 pandemic and the outcome and consequences of any potential or pending litigation or regulatory proceedings or environmental, health and safety issues, are forward-looking statements regarding AngloGold Ashanti's financial reports, operations, economic performance and financial condition. These forward-looking statements or forecasts are not based on historical facts, but rather reflect our current beliefs and expectations concerning future events and generally may be identified by the use of forward-looking words, phrases and expressions such as 'believe', 'expect', 'aim', 'anticipate', 'intend', 'foresee', 'forecast', 'predict', 'project', 'estimate', 'likely', 'may', 'might', 'could', 'should', 'would', 'seek', 'plan', 'scheduled', 'possible', 'continue', 'potential', 'outlook', 'target' or other similar words, phrases, and expressions; provided that the absence thereof does not mean that a statement is not forward-looking. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti's actual results, performance, actions or achievements to differ materially from the anticipated results, performance, actions or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results, performance, actions or achievements could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic, social, political and market conditions, including related to inflation or international conflicts, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics (including the COVID-19 pandemic), the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in AngloGold Ashanti's internal control over financial reporting, and other business and operational risks and challenges and other factors, including mining accidents. For a discussion of such risk factors, refer to the AGA 2024 Form 20-F. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti's actual results, performance, actions or achievements to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on AngloGold Ashanti's future results, performance, actions or achievements. Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein. Article content Article content Article content Contacts Article content Media Article content Article content Andrea Maxey Article content Article content +61 08 9425 4603 / +61 400 072 199 Article content Article content amaxey@
Business Wire
3 days ago
- Business
- Business Wire
AngloGold Ashanti Agrees to Acquire Augusta Gold to Further Consolidate Nevada District
LONDON & DENVER & JOHANNESBURG--(BUSINESS WIRE)--AngloGold Ashanti plc (' AngloGold Ashanti ') and certain of its affiliates have entered into a definitive agreement (the ' Merger Agreement ') with Augusta Gold Corp. (' Augusta Gold ') to acquire all issued and outstanding shares of common stock of Augusta Gold (the ' Transaction ') at a price of C$1.70 per share of common stock (the ' Price ') in cash. The Price implies a fully-diluted equity value for Augusta Gold of approximately C$152 million (approximately US$111 million). The Price represents a premium of approximately 28% to the closing price of Augusta Gold's common stock on the Toronto Stock Exchange (' TSX ') on 15 July 2025, the day prior to the announcement of the Transaction and 37% to the volume-weighted average share price over the 20 days prior to announcement of the Transaction. Additionally, in connection with the Transaction, AngloGold Ashanti will provide funds for the repayment of certain stockholder loans (which amounted to approximately US$32.6 million at 31 March 2025). The Transaction allows AngloGold Ashanti to further consolidate its footprint in the Beatty District by acquiring Reward, a permitted, feasibility stage project, the Bullfrog deposit, and all tenements surrounding each of these properties. The acquired properties are adjacent to AngloGold Ashanti's claims in the Beatty District and will provide additional Mineral Resources to AngloGold Ashanti's inventory. ' This acquisition reinforces the value we see in one of North America's most prolific gold districts, ' said AngloGold Ashanti CEO Alberto Calderon. ' We believe that securing these properties will not only solidify our leading position in the most important new gold district in the U.S., but will also improve our ability to develop the region under an integrated plan – with more flexibility, greater access, better infrastructure sharing, and cohesive engagement with all stakeholders '. The Transaction The Transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction of customary closing conditions, including the approval of the holders of a majority of outstanding shares of Augusta Gold common stock, as well as the approval by a majority of the votes cast by holders of outstanding shares of Augusta Gold common stock excluding certain related parties, at a stockholder meeting expected to be held in the fourth quarter of 2025. Pursuant to the Transaction, Augusta Gold will become an indirect wholly-owned subsidiary of AngloGold Ashanti and Augusta Gold's shares of common stock will no longer be listed on any public stock exchange or traded on any over-the-counter market. The board of directors of Augusta Gold (the ' Augusta Gold Board ') unanimously approved, and recommended that Augusta Gold's stockholders approve and adopt, the Merger Agreement and the Transaction. Prior to the Augusta Gold Board approval, the audit committee of the Augusta Gold Board reviewed, and recommended that the Augusta Gold Board approve, the Merger Agreement and the Transaction. All directors and certain executive officers of Augusta Gold, as well as Augusta Investments Inc., holding shares of Augusta Gold common stock representing in the aggregate approximately 31.5% of Augusta Gold's issued and outstanding shares of common stock, have entered into voting support agreements with AngloGold Ashanti, pursuant to which they have agreed, among other things, to vote their shares of Augusta Gold common stock in favour of adopting the Merger Agreement and the Transaction. About AngloGold Ashanti AngloGold Ashanti, with its head office in Denver, Colorado, is an independent, global gold mining company with a diverse, high-quality portfolio of operations, projects and exploration activities across ten countries on four continents. Advisers and Counsel AngloGold Ashanti has engaged RBC Capital Markets as its financial adviser, Womble Bond Dickinson (US) LLP and Cravath, Swaine & Moore LLP as its U.S. legal counsel and Stikeman Elliott LLP as its Canadian legal counsel in connection with the Transaction. Additional information and where to find it This communication may be deemed to be solicitation material in respect of the proposed acquisition of Augusta Gold by AngloGold Ashanti. In connection with the proposed transaction, Augusta Gold intends to file relevant materials with the U.S. Securities and Exchange Commission (the ' SEC '), including Augusta Gold's proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF AUGUSTA GOLD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING AUGUSTA GOLD'S PROXY STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders of Augusta Gold are or will be able to obtain these documents (when they are available) free of charge from the SEC's website at or free of charge from Augusta Gold under the 'Investors' section of Augusta Gold's website at Participants in the solicitation AngloGold Ashanti and Augusta Gold and certain of their respective directors and executive officers, under SEC rules, may be deemed to be 'participants' in the solicitation of proxies from securityholders of Augusta Gold in connection with the proposed transaction. Information about AngloGold Ashanti's directors and executive officers is available in AngloGold Ashanti's annual report on Form 20-F for the financial year ended 31 December 2024, which was filed with the SEC on 15 April 2025 (the ' AGA 2024 Form 20-F '). Information about Augusta Gold's directors and executive officers is available in Augusta Gold's annual report on Form 10-K for the financial year ended 31 December 2024, which was filed with the SEC on 18 March 2025 (the ' Augusta Gold 2024 Form 10-K '). To the extent holdings of Augusta Gold's securities by their respective directors or executive officers have changed since the amounts set forth in the Augusta Gold 2024 Form 10-K, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, including the Form 4 filed by Augusta Investments Inc. and Richard Warke on 13 March 2025. Additional information concerning the interests of Augusta Gold's participants in the solicitation, which may, in some cases, be different than those of Augusta Gold's stockholders generally, will be set forth in Augusta Gold's proxy statement relating to the proposed transaction when it becomes available. Forward-looking statements Certain statements contained in this communication, other than statements of historical fact, including, without limitation, those concerning the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, potential delays in consummating the proposed transaction, the ability of AngloGold Ashanti to timely and successfully achieve the anticipated benefits of the proposed transaction, the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, the impact of the proposed transaction on AngloGold Ashanti's existing business, costs related to the proposed transaction, the outcome of any legal proceedings that may be instituted against AngloGold Ashanti, Augusta Gold or any of their respective directors or officers related to the Merger Agreement or the proposed transaction, the economic outlook for the gold mining industry, expectations regarding gold prices, production, total cash costs, all-in sustaining costs, cost savings and other operating results, return on equity, productivity improvements, growth prospects and outlook of AngloGold Ashanti's operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of AngloGold Ashanti's exploration and production projects and the completion of acquisitions, dispositions or joint venture transactions, AngloGold Ashanti's liquidity and capital resources and capital expenditures, the consequences of the COVID-19 pandemic and the outcome and consequences of any potential or pending litigation or regulatory proceedings or environmental, health and safety issues, are forward-looking statements regarding AngloGold Ashanti's financial reports, operations, economic performance and financial condition. These forward-looking statements or forecasts are not based on historical facts, but rather reflect our current beliefs and expectations concerning future events and generally may be identified by the use of forward-looking words, phrases and expressions such as 'believe', 'expect', 'aim', 'anticipate', 'intend', 'foresee', 'forecast', 'predict', 'project', 'estimate', 'likely', 'may', 'might', 'could', 'should', 'would', 'seek', 'plan', 'scheduled', 'possible', 'continue', 'potential', 'outlook', 'target' or other similar words, phrases, and expressions; provided that the absence thereof does not mean that a statement is not forward-looking. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti's actual results, performance, actions or achievements to differ materially from the anticipated results, performance, actions or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results, performance, actions or achievements could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic, social, political and market conditions, including related to inflation or international conflicts, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics (including the COVID-19 pandemic), the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in AngloGold Ashanti's internal control over financial reporting, and other business and operational risks and challenges and other factors, including mining accidents. For a discussion of such risk factors, refer to the AGA 2024 Form 20-F. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti's actual results, performance, actions or achievements to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on AngloGold Ashanti's future results, performance, actions or achievements. Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein.
Time of India
3 days ago
- Politics
- Time of India
TIPRA MLA writes to PM to rename a Delhi road after Tripura's last king
Agartala: TIPRA Motha MLA Ranjit Debbarma, an ally in Tripura's ruling BJP-led govt, has written to the Prime Minister urging national recognition for Maharaja Bir Bikram Kishore Manikya — the last king of the erstwhile princely state — by naming a road in New Delhi after him. Citing the example of Delhi's Tikendrajit Marg, named after the crown prince of the Kangleipak kingdom (present-day Manipur), Debbarma argued that Tripura's royal heritage deserves similar honour. He proposed naming a road in the national capital as Maharaja Bir Bikram Kishore Manikya Bahadur Marg, erecting a statue in his memory at a prominent junction, and constructing a replica of the Tripureswari Temple — featuring all 14 deities of the Chaturdash Devta tradition — at the Indian National Museum. Debbarma's letter highlighted Maharaja Bir Bikram's role in laying the foundations of modern Tripura and facilitating its merger with the Indian union. The Merger Agreement was signed on Sept 9, 1949, by Maharani Kanchanprava Devi, the Maharaja's wife, and other state representatives, leading to Tripura's formal accession to India on Oct 15, 1949. The proposal also advocates symbolic installations representing Tripura's cultural and spiritual heritage, including replicas of the Tripureswari Temple in Udaipur and the Chaturdash Devta Temple in Khayerpur, reflecting the state's diverse faith traditions. The letter was also sent to the chief minister of Delhi, seeking her support and coordination in implementing the proposal.
Business Wire
3 days ago
- Business
- Business Wire
Acuren Corporation Announces Expiration of Go-Shop Period under Merger Agreement with NV5 Global, Inc.
TOMBALL, Texas--(BUSINESS WIRE)--Acuren Corporation (NYSE: TIC) (' Acuren ') today announced the expiration of the 60-day 'go-shop' period ('Go-Shop Period') in connection with the previously announced Agreement and Plan of Merger with NV5 Global, Inc. ('NV5', Nasdaq: NVEE), dated as of May 14, 2025 (the 'Merger Agreement'). During the Go-Shop Period, NV5 was permitted to solicit and enter into negotiations with third parties that made a proposal or offer to acquire NV5. The Go-Shop Period expired at 11:59 p.m. ET on July 14, 2025. NV5 did not receive an NV5 Superior Proposal (as such term is defined in the Merger Agreement) during the Go-Shop Period. The transactions contemplated by the Merger Agreement (the 'Transactions') are expected to close in August of 2025, subject to customary closing conditions, including approval of each of Acuren and NV5's stockholders and receipt of regulatory approvals. About Acuren Acuren is a leading provider of critical asset integrity services. Acuren operates primarily in North America serving a broad range of industrial markets. It provides these essential and often compliance-mandated (often at customer locations) services in the industrial space and is focused on the recurring maintenance needs of its customers. The work Acuren does fits in the service category referred to as Testing, Inspection, Certification, and Compliance (TICC) including Nondestructive Testing (NDT) in the field and the laboratory and in-lab destructive testing capabilities. More information can be found at About NV5 NV5 Global, Inc. (NASDAQ: NVEE) is a leading provider of tech-enabled engineering, testing, inspection, and consulting solutions for the built environment. NV5 specializes in engineering design, asset management, and geospatial data analytics to support infrastructure resilience and building systems performance throughout the entire asset lifecycle. NV5 operates out of more than 100 offices nationwide and abroad. For additional information, please visit the NV5's website at Caution Concerning Forward-Looking Statements Certain statements in this press release concerning the Transactions, including any statements regarding the expected timetable for completing the Transactions, and any other statements regarding NV5's or Acuren's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are 'forward-looking' statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words 'anticipate,' 'believe,' 'ensure,' 'expect,' 'if,' 'intend,' 'estimate,' 'probable,' 'project,' 'forecasts,' 'predict,' 'outlook,' 'aim,' 'will,' 'could,' 'should,' 'would,' 'potential,' 'may,' 'might,' 'anticipate,' 'likely' 'plan,' 'positioned,' 'strategy,' and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the expected closing (the 'Closing') of the Transactions. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of NV5 may not approve the Merger Agreement or stockholders of Acuren may not approve the issuance of Acuren common stock in the Transactions; the risk that a condition to Closing of the Transactions may not be satisfied, that either party may terminate the Merger Agreement or that the Closing might be delayed or not occur at all. Additional factors that could cause results to differ materially from those described above can be found in NV5's Annual Report on Form 10-K for the year ended December 28, 2024, as amended, which is on file with the SEC and available from NV5's website at under the 'Investor Relations' tab, and in other documents NV5 files with the SEC; and in Acuren's Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the SEC and available from Acuren' website at under the 'Investor Relations' tab, and in other documents Acuren files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither NV5 nor Acuren assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Participants in the Merger Solicitation NV5, Acuren and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from NV5's stockholders and Acuren's stockholders in connection with the Transactions. Information regarding the executive officers and directors of Acuren is included in its Annual Report on Form 10-K filed with the SEC on March 27, 2025. Information regarding the executive officers and directors of NV5 is included in its amendments to its Annual Report on Form 10-K/A filed with the SEC on April 28, 2025 and May 30, 2025. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement and other related materials which may be filed with the SEC in connection with the Transactions. Free copies of these documents may be obtained as described in the paragraphs above. No Offer or Solicitation This press release does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Important Additional Information Regarding the Transaction In connection with the Transactions, Acuren filed a registration statement on Form S-4 (the 'Registration Statement') with the SEC, which includes a joint proxy statement/prospectus of Acuren and NV5. Information in the joint proxy statement/prospectus may be changed. The Registration Statement was declared effective on June 27, 2025. Each of Acuren and NV5 delivered the definitive joint proxy statement/prospectus relating to the Transactions to their respective stockholders of record as of June 30, 2025, commencing on or about July 2, 2025. Stockholders of Acuren and NV5 and other interested persons are encouraged to read, when available, the definitive joint proxy statement/prospectus as well as other documents filed or to be filed with the SEC because these documents will contain important information about Acuren, NV5 and the Transactions. Investors and security holders may also obtain a copy of the Registration Statement, including the definitive joint proxy statement/prospectus, and other documents filed with the SEC by Acuren or NV5 without charge at the SEC's website (
