The two advisory firms are Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) that provide voting recommendations to institutional investors.
Their endorsement of the resolutions highlights the strategic rationale and financial considerations of the transaction to True Gold shareholders. True Gold is a TSX-V listed gold junior whose Karma gold project in Burkina Faso will produce first gold imminently.
The ISS recommendation concludes that, “The all-stock transaction makes strategic sense as it will create a stronger combined entity with better access to financial markets and result to potential operational and administrative synergies.”
[quote]“Moreover, current company shareholders will participate in the potential upside developments in the combined business through their subsequent equity ownership stake. In light of the significant premium and the reasonable strategic rationale, a vote FOR this resolution is warranted.”
Glass Lewis also provided a recommendation, finding “that the proposed transaction appears strategically and financially reasonable from the perspective of True Gold and its shareholders.”
True Gold special meeting of shareholders
The transaction is subject to shareholder approval and will be voted on at a special meeting of shareholders on 21 April 2016.
The closing of the transaction is subject to court approval, regulatory approval and other customary closing conditions. Assuming a successful shareholder vote and satisfaction of the other conditions required for the arrangement, including approval by Endeavour’s shareholders, closing is expected to occur on or about 26 April 2016.