Apex Mining to merge with affiliate

Publicly listed Apex Mining Co. Inc. disclosed Friday that it was set to merge with affiliate Teresa Crew Gold Philippines Inc. to “achieve operational efficiencies” and improved profitability. Apex said it would be the surviving corporation in the merger.

Teresa Crew, headquartered in Maco, Compostela Valley, is a company where Apex’s former principal, Crew Gold Corp. of Britain, has divested interest. Teresa Crew’s primary business is to provide funding, technical services, equipment and processing plants to Apex.

In valuing the conversion of Teresa shares into Apex, the companies’ respective balance sheets as of July 31, 2011, were used, according to the disclosure posted to the Philippine Stock Exchange.

Apex said that it would issue shares to two other companies in exchange for their respective interests in Teresa Crew.

Apex said it would issue 45.34 million Apex “A” shares to Mapula Creek Gold Corp. in exchange for the latter’s 6.37 million Teresa Crew shares. Apex will issue 30.22 million Apex “B” shares to Mindanao Gold Ltd. in exchange for its 4.25 million Teresa Crew shares.

Apex said it was set to list on the Philippine Stock Exchange 45.34 million “A” shares and 30.22 million “B” shares as part of its plans for the merger.

The merger would take effect after securing approval for the merger between Apex and Teresa Crew from the Securities and Exchange Commission, Apex said.

When the merger takes effect, all the interests, assets, properties, claims, earnings, investments and receivables due on whatever account of Teresa Crew would be transferred to Apex. At the same time, Apex, as the surviving corporation, would assume all of Teresa Crew’s liabilities and obligations.

The plan of merger will be presented to Apex stockholders for approval during a special stockholders’ meeting on Oct. 6, 2011.