Apogee Announces Financing Transaction With Global Resources
Investments Ltd.
TORONTO, ONTARIO--(Marketwired - Feb 10, 2014) - Apogee Silver
Ltd. ("Apogee" or the "Company") (TSX-VENTURE:APE) is pleased to
announce that it has entered into a share exchange agreement with
Global Resources Investments Ltd. ("GRIL"), an arm's length party
to the Company. Currently, GRIL is conditionally approved for
listing on the London Stock Exchange ("LSE") and upon listing it
will become re-registered as a public company and constituted as a
UK Investment Trust under the name Global Resources Investment
Trust Plc ("GRIT").
Pursuant to the terms of the agreement, upon the successful
listing of the GRIT shares on the LSE, the Company will issue an
aggregate of 73,000,000 units at a price of CDN$0.05 (approx.
£1,977,462) per unit (a "Unit") and in consideration shall acquire
1,977,462 common shares of GRIT at £1.0 per share (the "GRIT
Shares") at a deemed value of £1,977,462 (approx. CDN $3,650,000).
Each Unit will consist of one common share of Apogee (a "Common
Share") and one common share purchase warrant entitling the holder
thereof to acquire a Common Share at a price of $0.05 for a period
of 60 months (a "Warrant"). Upon completion of GRIT's going public
transaction, Apogee may sell all or a portion of its GRIT Shares
through the facilities of the LSE in order to realize the private
placement proceeds.
GRIL has been established to exploit investment opportunities in
the junior mining and natural resources sector worldwide, with an
investment objective to generate mediumand long term capital
growth.
Neil Ringdahl, President and CEO commented, "We are extremely
pleased to be entering into this transaction with GRIL. GRIL has an
extensive track record of successfully identifying excellent
projects within the global natural resources sector and we welcome
their expertise and involvement in the Company going forward."
Closing of the transaction is subject to a number of conditions
precedent, including approval of the TSX Venture Exchange, and GRIT
successfully listing on the LSE. The Common Shares, Warrants and
the shares underlying the Warrants shall be subject to a four month
and one day statutory hold period.
Upon completion of the private placement, Apogee will have
450,816,059 Common Shares issued and outstanding and GRIT will hold
approximately 16% of the Company on a non-diluted basis. Assuming
the full exercise of the Warrants, GRIT would hold approximately
27.8% of the Company. Accordingly, GRIT has agreed that it shall
not exercise any portion of the Warrants which would result in GRIT
holding greater than 19.9% of the Company on a partially diluted
basis.
In addition, the Company announces that it has received notice
from the Servicio de Impuestos Nacionales, the national tax
authority in Bolivia, that its indirectly held Bolivian subsidiary
ASC Bolivia LDC Surcusal Bolivia (the "Subsidiary") owes
approximately Bs36,573,270 (USD$ 5,254,780) as of July 2011
relating to a historical tax liability which occurred in 2004,
prior to the Company acquiring the Subsidiary in 2011.
The Company was not aware of this historical liability,
originally assessed by the tax authority at a amount equivalent to
approx. CAD$837,236 in 2004, and believes that this notice was
improperly provided by the tax authority. The Company is currently
investigating the merits and legitimacy of this assessment. The
Company has hired local counsel in Bolivia to investigate the
matter and pursue all avenues of recourse available to the
Company.
About Apogee Silver
Ltd.
Apogee Silver Ltd. is a mineral exploration and development
stage company listed on the TSX Venture Exchange under the symbol
APE. Apogee targets advanced, high grade silver-zinc-lead projects
in South America that demonstrate potential to be developed to
production. Currently its projects are located in the historic
silver producing regions of southwest Bolivia and northern
Chile.
Apogee's most advanced project is the 100% controlled
Pulacayo-Paca project in Bolivia for which a positive feasibility
study has been completed, and contains 60 millon silver ounces in
the Indicated Resource category, including 27 million silver ounces
in Probable Reserve category, not including base metal credits. The
Company has already conducted test mining and toll milling activies
at Pulacayo. This project includes the property that covered the
second-largest silver mine in the history of Bolivia with a
historical estimate of over 600 million silver ounces of past
production.
Seven kilometers to the north of Pulacayo lies the Paca project
which contains 25 million silver ounces in the Inferred Resource
category. In Chile, the Cachinal project contains over 18 million
silver ounces in the Indicated Resource category, not including
gold and base metal credits.
Cautionary Note Regarding Forward-Looking
Information:
This press release contains "forward looking information"
within the meaning of applicable Canadian securities legislation.
Forward looking information includes, but is not limited to,
statements made with respect to the proposed transaction, the
timing with respect to the proposed transaction, the ability of
GRIT to complete its going public transaction, the ability for the
Company to sell its GRIT shares the future financial or operating
performance of the Company, the ability of the Company to resolve
the impending tax liability and the ability of the Company to
satisfy its debt obligations in the event the issue is not
resolved, its subsidiaries and its projects, the development of and
the anticipated timing with respect to the Pulacayo-Paca project,
the ability to obtain financing and/or financial partners; and the
impact of concerns relating to permitting, reusltation,
governmental and local community relations. Generally, forward
looking information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Estimates underlying the
results of the feasibility study arise from engineering, geological
and costing work of TWP Sudamerica, Mercator Geological Services,
P&E Mining Consultants and the Company. See the technical
report relating to the feasibility study for a description of all
relevant estimates, assumptions and parameters. Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: general
business, economic, competitive, geopolitical and social
uncertainties; the actual results of current exploration
activities; other risks of the mining industry and the risks
described in the annual information form of the Company. Although
the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information 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 information. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Apogee Silver Ltd.Neil T. RingdahlChief Executive Officer+1
(647) 339-4484info@apogeesilver.comwww.apogeesilver.com
Apogee Silver Ltd. (TSXV:APE)
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