Santa Fe Gold Corporation Agrees to Acquire Columbus Silver Corporation for $0.20 per Share in Cash
September 07 2011 - 2:16PM
Marketwired
Columbus Silver Corporation (TSX VENTURE: CSC) ("Columbus Silver")
has entered into a memorandum of understanding (the "MOU") under
which the publicly-listed U.S. company Santa Fe Gold Corporation
(OTCBB: SFEG) ("Santa Fe") has conditionally agreed to acquire all
of its outstanding common shares ("Shares") for CDN$0.20 per share
in cash (the "Acquisition"). If successful, the Acquisition will be
completed as a plan of arrangement under the Business Corporations
Act (British Columbia).
The MOU and the Acquisition are subject to three fundamental
conditions: (a) Santa Fe obtaining financing in a sufficient amount
to consummate the Acquisition; (b) Columbus Silver obtaining
shareholder approval for the Acquisition; and (c) all necessary
court and regulatory approvals of the Acquisition being obtained,
including without limitation that of the TSX Venture Exchange. If
Santa Fe does not notify Columbus Silver by November 30, 2011 that
it has completed the required financing or obtained a firm
commitment regarding same (the "Commitment Letter"), Columbus
Silver will have the option to terminate the Acquisition.
If the conditions to completion are satisfied, the Acquisition
will see the purchase by Santa Fe of all of the then-issued and
outstanding Shares for CDN$0.20 per Share. Columbus Silver
presently has 36,083,730 Shares outstanding, but also owes its
significant shareholder Columbus Gold Corporation ("Columbus Gold")
approximately $1,380,269 in principal and $253,864 in interest
under convertible notes, the principal of which may be converted at
Columbus Gold's election into Shares at $0.10 per Share. If such
principal amount is fully converted, Santa Fe will be acquiring
approximately 49,886,424 Shares, at a total cost of approximately
$9,977,285.
Upon closing of the Acquisition, holders of Columbus Silver
stock options and warrants are to be paid cash equal to $0.20 per
such stock option or warrant, less the exercise price thereof. For
those options and warrants with an exercise price of $0.20 or
higher, Santa Fe will pay the holders thereof such nominal amounts
as shall be agreed to between Santa Fe and Columbus.
Santa Fe has also agreed to provide bridge financing to cover
Columbus Silver's financial commitments prior to closing, which are
estimated to be approximately $513,716 to the end of December, 2011
or $543,716 to the end of January, 2012. The aforementioned bridge
financing, as well as an earlier $200,000 advance made by Santa Fe
to Columbus Silver while the parties were contemplating an all
share merger transaction earlier in 2011, will be deemed to be
non-refundable if (i) Santa Fe fails to provide the Commitment
Letter to Columbus Silver by November 30, 2011, or (ii) the
Acquisition does not complete by March 31, 2012 other than due to
the failure of Columbus Silver to obtain shareholder and other
required regulatory approvals, except where such failure is due to
concerns relating to Santa Fe or the terms of the Acquisition. In
other circumstances, if the Acquisition fails to complete the
bridge financing provided to Columbus Silver will be due and
payable 90 days thereafter.
Columbus Silver has agreed to exclusively deal with Santa Fe
until October 1, 2011 in connection with a merger, acquisition of
its Shares or substantial amount of its assets, or a take-over bid
or similar transaction. The parties have also agreed to use
commercially reasonable efforts to replace the MOU with a
definitive agreement by such date, which agreement will include a
provision for the parties to use commercially reasonable efforts to
complete the Acquisition on or before December 31, 2012 and in any
event prior to March 31, 2012.
Columbus Silver's President and CEO, Robert F. Giustra,
commented that, "This is a very positive development for Columbus
Silver shareholders; the consideration per Share represents a
significant premium over market prices for the last several
months."
Santa Fe's President and CEO, Pierce Carson, said, "This
transaction is strategically important to Santa Fe and potentially
will more than double our controlled silver and gold resources
available for processing at our fully-permitted and operating
flotation mill near Lordsburg, New Mexico. This will build on
current silver and gold production sourced from our Summit mine.
Furthermore, Columbus Silver's portfolio of seven high quality US
silver-gold properties in New Mexico, Arizona, Nevada and Utah
provides excellent upside exploration potential."
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 Acquisition, proposed date of
completion thereof, 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; Santa Fe's ability to raise necessary financing to
complete the Acquisition, in particular on or before November 30,
2011; 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; 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 the required approvals
mentioned above will occur; that Santa Fe will be able to obtain
required financing in a timely fashion; the timing and receipt of
required approvals; that shareholders will vote in favor of the
Acquisition; 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 Investor Relations
604-634-0970 or 1-888-818-1364 604 634-0971 (FAX)
info@columbussilvercorp.com www.columbussilvercorp.com
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