Columbus Silver to Merge with Santa Fe Gold Corporation
27 Setembro 2010 - 10:00AM
Marketwired
Columbus Silver Corporation (TSX VENTURE: CSC) ("Columbus Silver")
is pleased to announce the signing of a non-binding Memorandum of
Understanding (the "MOU") with Santa Fe Gold Corporation, to
complete a business combination (the "Merger") by way of a court
approved plan of arrangement.
Pursuant to the MOU, Santa Fe would acquire all of the
outstanding common shares of Columbus Silver in exchange for Santa
Fe common shares at an agreed exchange ratio of 1 Santa Fe share
for every 5.82515 Columbus Silver shares (the "Exchange Ratio").
This represents an approximate 100% premium to Columbus Silver
shareholders based on Columbus Silver's 20-day average closing
share price as at September 22nd, 2010, the last day prior to CSC
halting its stock pending this announcement.
The Merger effectively transitions Columbus Silver from an early
stage explorer to a producing gold and silver company with
production from Santa Fe's Summit Mine located in New Mexico. Any
ore developed at Columbus Silver's Mogollon Project can be
processed at Santa Fe's nearby mill in Lordsburg, New Mexico.
Columbus Silver shareholders will therefore derive value from
planned production growth and the potential of rising commodity
prices, while participating in the upside offered from a broad
portfolio of gold and silver exploration properties.
Under the MOU announced today:
-- Columbus Silver shareholders will receive 0.17167 Santa Fe common shares
per Columbus Silver common share which implies a price per Santa Fe
common share of US$1.13, using the September 22nd exchange rate of
C$1.00 = US$0.97.
-- The number of shares that Columbus Silver warrant and option holders are
entitled to receive upon exercise will be adjusted proportionately to
reflect the Exchange Ratio. The original expiry terms will be
maintained.
-- In connection with the Merger, Columbus Silver's majority shareholder
Columbus Gold Corporation ("Columbus Gold") would convert outstanding
debt owed by Columbus Silver totalling C$1,402,428.04 plus accrued
interest to date of C$192,581.85 into 15,564,935 common shares of
Columbus Silver calculated at a price of $0.10 per share on the
principal amount and at $0.125 per share on the accrued interest (the
"Debt Conversion").
-- In connection with the Merger, Columbus Gold and Santa Fe would complete
a bridge financing to Columbus Silver in the form of a non-brokered
private placement of 3,000,000 shares at a price of C$0.10 per share,
for total gross proceeds of C$300,000 (the "Placement"). It is proposed
that Santa Fe will subscribe to $100,000 and that Columbus Gold will
subscribe to $200,000. The proceeds of the Placement will be used for
working capital requirements and to pay for the legal fees and other
transaction costs associated with the Merger. The Placement is not
conditional upon the completion of the Merger. The Placement is subject
to stock exchange and other regulatory approvals.
-- Following completion of the Merger and the other transactions
contemplated herein, it is estimated that Santa Fe will be owned 91.37%
by current Santa Fe shareholders and 8.63% by current Columbus Silver
shareholders.
-- Following completion of the Merger and other transactions contemplated
herein, it is estimated that Columbus Gold will own 3,808,474 common
shares of Santa Fe, representing 3.74% of Santa Fe. Columbus Gold has
agreed to subject all but 789,679 of those shares to a 180-day lock-up
agreement.
-- On a fully diluted basis, it is estimated that Santa Fe will be owned
90.5% by current Santa Fe shareholders and 9.5% by current Columbus
Silver shareholders.
-- The Merger values Columbus Silver at approx. C$10,237,733 based on
shares issued and outstanding after giving effect to the Debt Conversion
and Placement.
-- On completion of the merger, it is anticipated that Columbus Silver's
President & CEO, Robert Giustra, will be appointed to the board of
directors of Santa Fe.
-- The Merger will be completed by way of a court-approved plan of
arrangement whereby Columbus Silver will amalgamate with a newly formed
wholly-owned subsidiary of Santa Fe and will voluntarily delist its
common shares from the TSX Venture Exchange.
-- The Merger is subject to the final approval of the boards of directors
of both companies and is conditional on stock exchange, regulatory
approvals and court approvals. The Merger is also subject to Columbus
Silver shareholder approval to be voted at a special meeting to be
called to approve the Merger. Full details of the Merger will be
included in the Management Information Circular to be filed with the
regulatory authorities and mailed to Columbus Silver shareholders in
accordance with applicable securities laws. The Merger is also subject
to a 45-day due diligence period.
Robert F. Giustra, President and CEO of Columbus Silver,
commented, "This is a very positive development for the
shareholders of Columbus Silver and of Santa Fe. The successful
completion of this Merger will position the combined company to
deliver both near and long-term value to its shareholders through
existing production growth as well as significant development and
exploration upside from a diverse portfolio of precious metal
properties."
Santa Fe's President and CEO, Pierce Carson, said, "This
transaction is strategically important to Santa Fe and will
significantly increase our controlled gold and silver resources
available for processing at our fully-permitted and operating
flotation mill near Lordsburg, New Mexico. Furthermore, Columbus
Silver's portfolio of high quality US silver-gold properties
provides excellent upside exploration potential. Two of these
properties already have historic drilled resources aggregating over
500,000 ounces of gold equivalent ounces. The combination with
Columbus Silver is a notable step forward in Santa Fe's objective
to become a significant North American precious metals
producer."
About Columbus Silver
Columbus Silver is a silver exploration and development company
operating in the Western United States which controls a 100%
interest (subject to royalties) in 7 silver properties in Utah,
Arizona, New Mexico and Nevada. Columbus Silver's principal asset
is its Mogollon silver-gold project in Catron County, New Mexico.
Mogollon covers an extensive, silver-gold bearing epithermal vein
field with reported historic production during the period 1905 to
1942 totalling 15,700,000 ounces silver and 327,000 ounces gold
from approximately 1.7 million tons (1.5 million tonnes) of ore.
Drilling at Mogollon in the 1980's was successful in outlining a
partially delineated silver-gold deposit at the Consolidated Mine
containing an historical resource of approximately 845,000 tons
(767,000 tonnes) averaging 9.35 opt (320 g/t) silver and 0.15 opt
(5.1 g/t) gold. A proposed drilling program was recently permitted
at Mogollon. There are dozens of potentially mineralized veins at
Mogollon with a combined strike length of more than 45 miles (72
km) that have never been drill tested, providing potential for
considerable resource expansion.
About Santa Fe Gold
Santa Fe Gold is a U.S.-based mining and exploration enterprise
focused on acquiring and developing gold, silver, copper and
industrial mineral properties. Santa Fe controls: (i) the Summit
mine and Lordsburg mill in southwestern New Mexico; (ii) a
substantial land position at the Lordsburg mill, comprising the
core of the Lordsburg Mining District; (iii) the Ortiz gold
property in north-central New Mexico, estimated to contain two
million ounces of gold; (iv) the Black Canyon mica mine and
processing facility near Phoenix, Arizona; and (v) a large resource
of micaceous iron oxide (MIO) in western Arizona. Santa Fe Gold
intends to build a portfolio of high-quality, diversified mineral
assets with an emphasis on precious metals.
For more about Santa Fe, visit www.santafegoldcorp.com.
Caution: A qualified person has not done sufficient work to
classify the historical estimates contained herein as current
mineral resources. The Company is not treating the historical
estimates as current mineral resources and the historical estimates
should not be relied upon.
Andy Wallace is a Certified Professional Geologist (CPG) with
the American Institute of Professional Geologists and is the
Qualified Person under NI 43-101 who has reviewed and approved the
technical content of this news release as it pertains to
information respecting Columbus Silver. Mr. Wallace is a VP of
Columbus Silver's U.S. subsidiary and a partner of Cordilleran
Exploration Company ("Cordex"), which is conducting exploration and
project generation activities for Columbus Silver.
ON BEHALF OF THE BOARD,
Robert F. Giustra, President & CEO, Director
This release contains forward-looking information and
statements, as defined by law including without limitation Canadian
securities laws and the "safe harbor" provisions of the US Private
Securities Litigation Reform Act of 1995 ("forward-looking
statements"), respecting the proposed merger and transactions
ancillary thereto. Forward-looking statements involve risks,
uncertainties and other factors that may cause actual results to be
materially different from those expressed or implied by the
forward-looking statements, including without limitation the
ability to acquire necessary authorizations; successful completion
of due diligence; the entering into a definitive agreement;
obtaining approval of the TSX Venture Exchange; obtaining approval
of shareholders; obtaining court approval; obtaining applicable US
approvals; cost increases; possibility of a competing offer
arising; unforeseen circumstances; risks associated with the
exploration projects or title thereto held by Columbus Silver
Corporation; mineral reserve and resource estimates (including the
risk of assumption and methodology errors); dependence on third
parties for services; non-performance by contractual
counterparties; title risks; and general business and economic
conditions. Forward-looking statements are based on a number of
assumptions that may prove to be incorrect, including without
limitation assumptions about: that diligence inquiries will be
successful; that the transaction will progress beyond the due
diligence phase and move toward definitive and binding agreements;
that required approvals mentioned above will occur; the timing and
receipt of required approvals; that shareholders will vote in favor
of the transaction; that applicable securities exemptions will be
available for the amalgamation; that required service providers
will be available to assist with the transaction; that items
required for mandated disclosure are available; general business
and economic conditions; availability of financing; and ongoing
relations with employees, partners and joint venturers. The
foregoing list is not exhaustive and we undertake no obligation to
update any of the foregoing except as required by law.
Neither the 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.
Contacts: Columbus Silver Corporation Ray Lagace Investor
Relations 604-638-3474 or Toll Free: 1-888-818-1364 604-634-0971
(FAX) info@columbussilvercorp.com www.columbussilvercorp.com
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