Sabre Gold Mines Corp. (TSX: SGLD, OTCQB: SGLDF)
(“
Sabre Gold” or the “
Company”)
announced today the appointment of Mr. Andrew Elinesky as Chief
Executive Officer/President and Director of Sabre Gold. Mr.
Elinesky succeeds Giulio Bonifacio, who has retired from his role
as Chief Executive Officer/President and Director effective October
23, 2022 to dedicate more time to his family and pursue other
business interests. The Company has made several coordinated moves
to significantly enhance its overall ability to attract
construction funding to return its fully-permitted Copperstone gold
project towards production.
Significant highlights include:
- Appointment of
Andrew Elinesky, CPA, as President, CEO and Director effective
immediately
- Retirement of
4.5% Gross Production Royalty on Copperstone
- Retirement of
outstanding long-term debt in the amount of US$3.65 million
dollars
- Extension of
remaining outstanding debt by one year to December 31, 2024
- Sale of the
Company’s 1% NSR on the Kerr-Addison Mine claims owned by Gold
Candle Ltd. for total consideration of US$7.4 million (providing
for the royalty retirement and the debt reduction)
- Private Sale of
14,500,000 shares of C2C Gold Corp. for net proceeds of
CDN$800,000
- Implementation
of the 1:10 share consolidation previously approved by shareholders
on December 17, 2021.
The steps outlined above will provide the
Company with working capital as well as significantly reduce its
debt and extend the payment terms of the remaining debt. These
steps have been taken to pave the way for advancing continuing
discussions with potential financial partners to return the
fully-permitted Copperstone Gold Mine in southwestern Arizona to
production.
Andrew Elinesky, CEO
Mr. Andrew Elinesky brings over 20 years of
experience as a CFO and senior leader for publicly traded companies
in both Canada, the U.S. and the United Kingdom. With a focus on
corporate financings, M&A and integration experience, he was
previously the CFO for Skylight Health Group Inc. and Reklaim
Inc. Prior to that, Andrew was with McEwen Mining Inc.
for 11 years in increasing roles of responsibility having spent his
last 5 years there as Senior Vice-President and CFO where he
managed equity and debt financings of over $150M, multiple
acquisitions, operational development, and, government and ESG
relations.
Andrew Elinesky stated “I look forward to taking
on the role of Chief Executive Officer at Sabre Gold and thank the
Board of Directors for this opportunity. Sabre Gold is one of the
very few gold companies that has a fully licensed and permitted
quality asset in a safe jurisdiction that, with final construction
and operational capital, becomes a revenue source for the Company
adding significant value for the shareholders. I see the key
advantages of Copperstone’s Arizona location, a long established
pro-mining jurisdiction, minimal capital needs, the removal of the
4.5% royalty and the increased health of our balance sheet as
combining to make this asset a compelling financeable project. With
a strong team behind me, Sabre Gold has a bright future moving
Copperstone into the construction phase with the final step of
arranging project financing.”
“The Company is very pleased to have someone
with Andrew’s capabilities and strong background in finance and
mining choosing to lead our company. We have every confidence in
Andrew and given the Company’s moves announced today I think he is
in a good position to maneuver the Company’s prime asset,
Copperstone, through project financing and into production over the
coming quarters.” Said William M. Sheriff, Chairman of Sabre Gold
Inc.
The Company also wishes to thank Mr. Giulio T.
Bonifacio who will has stepped down in order to dedicate more time
to his family and other business interests.
William Sheriff, Chair of Sabre Gold added, “On
behalf of the Board of Directors, we welcome Andrew in his new role
as Chief Executive Officer. We also thank Giulio Bonificio, former
CEO, who over the past two years, integrated Golden Predator and
Arizona Gold to create Sabre Gold Mines Corp. The combined resource
of the Yukon project plus the fully permitted and licensed
Copperstone Mine in southwestern Arizona provide sound brownfield
projects with established resources for Sabre Gold to advance
towards production. His work in establishing relationships and
opening the doors to likely financiers while managing the merger of
the two entities and the sale of the royalty has brought us to this
position where we are ready to take on project financings in order
to return Copperstone to production.”
Royalty Purchase
The Company has entered into a letter of intent
(the “LOI”) with Trans Oceanic Minerals Company
Ltd. (“TOMCL”), a company owned by Fahad Al
Tamimi, a director of the Company and Braydon Capital Corporation
(“Braydon” and together with TOMCL, the
“Purchasers”), a Company owned by Claudio
Ciavarella, a director of the Company, setting forth the terms on
which the Purchasers are prepared to acquire from the Company the
1% net smelter returns royalty (the “GC Royalty”)
granted to the Company by Candle Gold Ltd. (“Gold
Candle”) pursuant to the Net Smelter Royalty
Agreement between the parties dated February 11, 2015 (the
“CG Royalty Agreement”)(the
“Transaction”). The proposed purchase price for
the CG Royalty is US$7,400,000 to be satisfied by the Purchasers as
follows:
- US$1,800,00
credit applied by TOMCL against payment in the amount of
US$1,800,000 to be made by the Company to TOMCL as repayment of
some of the outstanding debt owed by the Company to TOMCL pursuant
to certain promissory notes;
- US$1,850,000
credit applied by Braydon against payment in the amount of
$US1,850,000 to be made by the Company to Braydon as repayment of
some of the outstanding debt owed by the Company to Braydon
pursuant to certain promissory notes; and
- US$3,750,000 to
be satisfied by the transfer by TOMCL of all of its right and
interest in 4.5% Gross Production Royalty on the Copperstone Gold
Mine (the “Copperstone Royalty”) to the
Company.
Under the terms of the CG Royalty Agreement, the
Company must provide the grantor of the GC Royalty, Gold Candle ,
the right to acquire the GC Royalty on the same terms as provided
in the LOI. In the event that Gold Candle exercises it right to
acquire the GC Royalty, on payment of the purchase price by Gold
Candle, a break fee of US$500,000 is payable by the Company to the
Purchasers.
In connection with the Transaction, the LOI also
provides that TOMCL and Braydon will extend the maturity date on
their respective promissory notes to December 31, 2024 upon
completion of the Transaction.
The Company has granted TOCML and Braydon
exclusivity for the Transaction until the earlier of (a) execution
of the definitive agreement in respect of the Transaction (the
“Definitive Agreement”), and (b) November 30,
2022.
The completion of the Transaction is subject to
the parties entering into a Definitive Agreement and customary
terms and conditions to be included in the Definitive
Agreement.
Sale of CTOC shares
The LOI also provides for the sale by the
Company to TOCML 14,500,000 shares in the capital of C2C Gold Corp.
that are currently held by the Company for an aggregate
consideration of CDN$800,000. The purchase will be completed
subject to customary representations and warranties to be provided
by the Company to TOCML. (the “CTOC Share
Sale”)
The Board of Directors of the Company has
established an ad hoc committee of independent directors (the
“Independent Committee”) which supervised the
negotiation of the LOI. The Independent Committee is in the process
of negotiating the Definitive Agreements in respect of the
Transaction and the CTOC Share Sale, and there can be no assurance
that the Transaction and the CTOC Share Sale will be completed. The
Transaction, the CTOC Share Sale and the extension of the
promissory notes will be subject to the requirements of
Multilateral Instrument 61-101 – Protection of Minority
Securityholders in Special Transactions.
Share Consolidation
Pursuant to shareholder approval received on
December 17, 20201 the Company will consolidate all of its Common
Shares on the basis of one new post consolidation Common Share for
every ten existing pre-consolidation Common Shares (the
“Consolidation”). The Board of Directors of the
Company has approved the Consolidation ratio, and expects the
Consolidation to be completed during the week of November 7, 2022.
The Consolidation reduces the number of issued and outstanding
Common Shares from 632,916,250 to approximately 63,291,625.
Proportionate adjustments will be made to the Company's outstanding
stock options, warrants, restricted share units, deferred share
units and convertible notes. No fractional Common Shares will be
issued pursuant to the Consolidation and any fractional Common
Shares that would have otherwise been issued will be rounded down
to the nearest whole Common Share. A letter of transmittal with
respect to the Consolidation will be mailed to the Company's
registered shareholders. All registered shareholders will be
required to send their certificate(s) representing
pre-Consolidation Common Shares, along with a properly executed
letter of transmittal, to the Company's registrar and transfer
agent, TSX Trust Company, in accordance with the instructions
provided in the letter of transmittal. Shareholders who hold their
Common Shares through a broker, investment dealer, bank or trust
company should contact that nominee or intermediary for their
post-Consolidation positions. A copy of the letter of transmittal
will be posted on the Company's issuer profile on SEDAR. The
Company's ticker symbols are expected to remain unchanged. The
Consolidation remains subject to the approval of the TSX. The
Company will issue a further press release to advise shareholders
of the date the Common Shares will commence trading on a
consolidated basis.
About Sabre Gold Mines
Corp.
Sabre Gold is a diversified, multi-asset
near-term gold producer in North America which holds 100-per-cent
ownership of both the fully licensed and permitted Copperstone gold
mine located in Arizona, United States, and the Brewery Creek gold
mine located in Yukon, Canada, both of which are former producers.
Management intends to restart production at Copperstone followed by
Brewery Creek in the near term. Sabre Gold also holds other
investments and projects at varying stages of development.
Sabre Gold’s two advanced projects have
approximately 1.5 million ounces of gold in the Measured and
Indicated categories, and approximately 1.2 million ounces of gold
in the Inferred category. Additionally, both Copperstone and
Brewery Creek have considerable exploration upside with a combined
land package of over 230 square kilometers that will be further
drill tested with high-priority targets currently identified. Sabre
Gold is led by an experienced team of mining professionals with
backgrounds in exploration, mine building and operations.
For further information please send query to
info@sabre.gold or visit the Sabre Gold Mines Corp. website
(www.sabre.gold).
Cautionary Note Regarding Forward Looking
Statements
This news release contains forward-looking
information under Canadian securities legislation including
statements regarding drill results, potential mineralization,
potential expansion and upgrade of mineral resources and current
expectations on future exploration and development plans. These
forward-looking statements entail various risks and uncertainties
that could cause actual results to differ materially from those
reflected in these forward-looking statements. Such statements are
based on current expectations, are subject to a number of
uncertainties and risks, and actual results may differ materially
from those contained in such statements. These uncertainties and
risks include, but are not limited to: the strength of the Canadian
economy; the price of gold; operational, funding, and
liquidity risks; reliance on third parties, exploration risk,
failure to upgrade resources, the degree to which mineral
resource and reserve estimates are reflective of actual
mineral resources and reserves; the degree to which factors which
would make a mineral deposit commercially viable are present, and
the risks and hazards associated with underground operations and
other risks involved in the mineral exploration and development
industry. Risks and uncertainties about Sabre Gold’s business are
more fully discussed in the Company’s disclosure materials,
including its annual information form and MD&A, filed with the
securities regulatory authorities in Canada and available at
www.sedar.com and readers are urged to read these materials. Sabre
Gold assumes no obligation to update any forward-looking statement
or to update the reasons why actual results could differ from such
statements unless required by law.
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