Silver Predator Corp. ("Silver Predator") (TSX:SPD) and Nevgold Resource Corp.
("Nevgold") (TSX VENTURE:NDG) are pleased to announce that they have entered
into a letter of intent (the "LOI") whereby Silver Predator will acquire all of
the outstanding securities of Nevgold (the "Proposed Transaction"). Nathan
Tewalt, Chief Executive Officer of Nevgold, will be assuming the position of
Chief Executive Officer of Silver Predator upon completion of the Proposed
Transaction.
"I am pleased to announce this transaction," said William M. Sheriff, Chairman
of Silver Predator. "The addition of Nevgold's silver assets to the Silver
Predator portfolio, and the benefit of the substantial experience of Nevgold's
senior management, are anticipated to propel our company forward as we continue
to develop our properties in two of the world's preeminent silver
jurisdictions."
Nathan Tewalt, Chief Executive Officer of Nevgold, stated: "By combining
Nevgold's assets with Silver Predator, we are forming a well-capitalized Company
with significant resources and upside potential; our whole team looks forward to
combining forces to create a leading silver explorer."
About Nevgold Resource Corp.
Nevgold's exploration portfolio includes the Cornucopia Property, located within
the Cornucopia silver mining district in Elko County, Nevada, the Copper King
Property located two miles north of the Lucky Friday silver mine in the Coeur d'
Alene District of Idaho, and the Cordero Property, located seven miles southwest
of the town of McDermitt in Humboldt County, north-central Nevada.
Cornucopia Property
The Cornucopia Property occurs in Elko County's Cornucopia mining district,
where historic underground high grade precious metal production started in 1873
from veins averaging approximately 24.6 oz per ton (opt) silver and 0.43 opt
gold (Smith, 1976). The property is situated approximately 15 miles (24 km)
north-northwest of Tuscarora, Nevada. Nevgold's consolidated land position
covering the Cornucopia district is comprised of a contiguous block of one
patented and 48 unpatented lode mining claims totaling approximately 950 acres
(384 ha). The property's epithermal silver mineralization is hosted by Tertiary
volcanic rocks, and has similarities to the Midas mine (Newmont Mining
Corporation) and the Ivanhoe property (currently under development by Great
Basin Gold) located 32 miles (51 km) to the southwest. The mineralization is
associated with quartz veining, silicification and argillic alteration.
High-grade silver veins of the Leopard underground mine occur with ruby silver,
tetrahedrite, stephanite and electrum, and display crustiform to colliform
banding, and evidence of multiple periods of vein and wall rock brecciation.
Copper King Property
The Copper King Property consists of 50 unpatented lode mining claims covering
approximately 560 acres (226.6 ha) in northern Idaho's famous Coeur d'Alene
Silver District. Nevgold's target at Copper King is a sediment-hosted,
stratabound, copper-silver system similar to those found 100 miles (160 km) to
the north in northwestern Montana (Troy Mine type). These deposits are also
similar to the better-known examples from the copper belt of Central Africa. The
Copper King claims are situated two miles north of Hecla's Lucky Friday Mine,
one of the Coeur d'Alene District's largest silver producers, with production of
over 144 million ounces of silver since 1942. Copper-silver mineralization
occurs on the claim block, both as veins and larger stratabound disseminated
bodies. The property has never been drilled despite productive mining of high
grade stratabound mineralization immediately to the southeast at the Snowstorm
and National Mines.
Cordero Property
The Property includes the historic Cordero underground mercury mine adjacent to
the more recently mined McDermitt open pit mercury mine, where each mines annual
production was large enough to rank them as the largest producers of mercury in
the western hemisphere during their respective years of operation (1933-1991).
The gold and silver-gold targets identified to date in limited reverse
circulation and core drilling, include lower grade, flat-lying, potentially bulk
mineable gold mineralization starting approximately 100 feet (30 meters) below
the surface and higher grade vein style mineralization indicated by a 5.4 foot
(1.65 m) core intercept assaying 0.15 opt gold (see Nevgold news release dated
March 8, 2010). Alteration and mineralization occurs in Miocene-aged volcanics
of bi-modal composition ranging from rhyolites to andesites and basalts,
although past mercury production and currently identified precious metal
mineralization is typically hosted in the more felsic rhyolites. Antimony is an
important pathfinder to precious metal mineralization and local concentrations
are high enough that an antimony recovery circuit was considered by earlier
operators. Silica alteration is high level "opalite" silica, a microcrystalline
to chalcedonic/opaline silica that occupies fault zones with considerable
vertical extent, but can also cover substantial areas as a relatively flat-lying
"cap rock". At deeper levels, quartz is locally present in some of the fault
zones. Clay/zeolite alteration includes variable kaolinite-smectite-alunite and
clinoptilolite-mordenite. Potassic alteration, composed of quartz and adularia,
is present locally. Petrographic (SEM/EDS) work has identified pyrite,
marcasite, galena, sphalerite, tetrahedrite, arsenopyrite and small grains of
gold.
Technical information in this news release pertaining to Nevgold has been
reviewed and approved by Thomas Chadwick, PGeo, President of Nevgold and a
Qualified Person as defined by National Instrument 43-101.
About Silver Predator Corp.
Silver Predator's corporate mandate is to explore and develop commercially
viable silver resources in the leading silver districts of Yukon, Canada and
Nevada, USA. Working within stable geopolitical jurisdictions, Silver Predator
is focused on silver-dominant bulk tonnage and/or high grade opportunities.
Proven management plus access to unparalleled geological talent in the Yukon and
extensive experience in Nevada provide the ability to maximize shareholder value
from the quality asset base. Silver Predator owns or has interests in over 25
properties in Nevada and Yukon, the most significant of which are the Taylor and
Plata Projects.
Taylor Project
The Taylor silver deposit is an epithermal, high-silica, low-sulfide replacement
deposit hosted by folded and faulted Devonian carbonate rocks of the Pilot
Shale, Guilamette, and Joana formations intruded by Tertiary rhyolite dikes and
sills. The Taylor property includes a National Instrument 43-101 compliant
resource consisting of 1,123,000 tonnes of 85.71 g/t silver measured mineral
resource, and 4,712,000 tonnes of 77.83 g/t silver indicated mineral resource
totalling 14.9 million ounces contained silver; along with an additional 1.9
million ounces silver from an inferred mineral resource of 687,000 tonnes
grading 87.1 g/t silver using a 41.1 g/t silver cutoff grade: (Hester, 2010).
The Taylor Project includes rights to a 1,320 ton per day mill with flotation
and cyanide leach plants, water rights and approximately 3,900 acres (1,576 ha)
of mining claims located near Ely, Nevada.
Plata Project
The Plata Project lies within the Tintina Gold Belt and displays similar
features to Canada's second-largest historical silver producer, the Keno Hill
Silver Camp, which is situated about 165 km west of the property. From 1976 to
1984, high-grade mineralized veins were intermittently mined from a number of
shallow open pits on the Plata property, resulting in approximately 9,020 kg
(290,000 oz) of silver being extracted from approximately 2,041 tonnes of
hand-sorted mineralized rock. Silver Predator's 2011 drill program is planned to
target existing major structures in the form of thrust faults that appear to
control silver-gold-lead-zinc mineralization on the property, and high grade
silver-lead lenses within extensional fault zones. The program will focus on
exploring a new area located between two known high-grade silver mineralized
zones (the Aho Zone), exploring the extension of known high-grade silver
mineralized veins in the Ladue Zone, and defining the potential of lower grade,
bulk tonnage mineralization at the Etzel Zone.
The Plata property is located 190 km east of Mayo and 165 km north of Ross
River. Both communities are accessible by the Yukon Highway system and have
maintained gravel airstrips. There is also a 110 km winter road connecting the
property to the North Canol road. The Plata property itself is located 11 km
north of a gravel airstrip and has a network of unimproved roads connecting the
major zones.
Technical information in this news release pertaining to Silver Predator has
been reviewed by Gilles Dessureau, MSc, PGeo, Senior Geologist and a Qualified
Person as defined by National Instrument 43-101.
Terms of the Proposed Transaction
Pursuant to the LOI, Silver Predator and Nevgold have agreed to use reasonable
commercial efforts to prepare a definitive acquisition agreement (the
"Pre-Arrangement Agreement") with the following principal terms:
(a) Silver Predator will issue 0.5 of a common share of Silver Predator (a
"SPD Share") for each outstanding common share of Nevgold (the "Exchange
Ratio"), resulting in the issuance of approximately 7,059,000 SPD Shares;
and
(b) outstanding options and warrants to acquire common shares of Nevgold
(the "NDG Shares") will entitle the holders thereof on exercise to receive
SPD Shares, adjusted for the Exchange Ratio with a corresponding adjustment
to the exercise price. Notwithstanding the foregoing, holders of not less
than 585,000 presently outstanding options of Nevgold must agree to cancel
such options effective on or before the completion of the Proposed
Transaction. Nevgold presently has 710,000 stock options and 1,005,000
warrants outstanding.
Completion of the Proposed Transaction will be subject to normal conditions for
transactions of this nature, including without limitation the following:
(a) receipt by the board of directors or special committee of Nevgold of a
fairness opinion which concludes that the Proposed Transaction is fair to
the minority shareholders of Nevgold from a financial point of view, which
opinion is acceptable to the applicable stock exchange and court for the
purposes of obtaining stock exchange and court approval to the Proposed
Transaction;
(b) the board of directors of the other party will have approved the
Proposed Transaction and the entering into of the Pre-Arrangement Agreement,
and neither of such approvals will have been withdrawn or modified;
(c) the approval of the Arrangement (as defined below) to implement the
Proposed Transaction by the security holders of Nevgold and the Supreme
Court of British Columbia;
(d) approval of the Proposed Transaction by the applicable stock exchanges
or other regulatory authorities;
(e) execution and delivery by certain shareholders of Nevgold of lock-up and
support agreements in favour of Silver Predator within 10 calendar days of
the execution of the LOI, pursuant to which such shareholders agree to vote
any shares, options or warrants of Nevgold over which they have control or
direction in favour of the Proposed Transaction; and
(f) completion of due diligence, and execution and delivery of the Pre-
Arrangement Agreement, by both Nevgold and Silver Predator no later than
November 30, 2011.
Each of Nevgold's directors and officers have entered into a lock-up agreement
with Silver Predator under which they will vote the Nevgold shares held by them
in favour of the Proposed Transaction.
The LOI provides that the Pre-Arrangement Agreement will contain provisions for
a Break Fee (as defined below). In the event the Proposed Transaction is not
completed following the execution of the Pre-Arrangement Agreement, other than
as a result of:
(a) the termination of the Pre-Arrangement Agreement by Silver Predator;
(b) the termination of the Pre-Arrangement Agreement by Nevgold in the event
of a breach by Silver Predator of a covenant or obligation contained in the
Pre-Arrangement Agreement or in the event the parties have not completed the
Proposed Transaction on or before February 28, 2012 (provided, in each case,
that Nevgold is not in material default of any of its obligations under the
Pre-Arrangement Agreement);
(c) the inability of Nevgold to obtain the court, regulatory or security
holder approvals required for the completion of the Proposed Transaction,
provided that Nevgold has acted in good faith to obtain such approvals and
the failure to obtain such approvals is not as a result of any gross
negligence or willful misconduct of Nevgold or a result of a withdrawal or
change in Nevgold's board approval of the Proposed Transaction; and
(d) the occurrence of an event which prevents or prohibits the completion of
the Proposed Transaction on the same economic or structural terms, due to
causes beyond the control of either party, provided that such event has not
occurred as a result of any gross negligence or willful misconduct on the
part of Nevgold, then a break fee of $100,000 (the "Break Fee") will be
payable by Nevgold to Silver Predator. Nevgold may elect, subject to
regulatory approval, to pay the Break Fee in units of Nevgold ("Units") at a
price of $0.20 per Unit, each Unit consisting of one NDG Share and one-half
of one share purchase warrant, each full warrant entitling Silver Predator
to purchase a NDG Share for a period of two years from the date of issue at
a price of $0.25.
It is anticipated that the Proposed Transaction will be effected by way of a
plan of arrangement among Nevgold, the security holders of Nevgold and Silver
Predator under the Canada Business Corporations Act (the "Arrangement"). If
there are tax, securities or corporate law considerations which favour the
inclusion of an amalgamation in the Arrangement, Silver Predator intends to use
a new formed, wholly-owned subsidiary to amalgamate with Nevgold for the
purposes of completing the Proposed Transaction. Shareholders of Nevgold will be
required to vote to approve the Proposed Transaction and will have rights of
dissent. The outstanding options and/or warrants of Nevgold will not be included
in the Arrangement and will not be entitled to vote on the approval of the
Arrangement, unless required by the court, in which case in addition to a
separate vote of Nevgold shareholders, Nevgold will seek to have any such
options or warrants vote with the shareholders as one class.
The terms of the Proposed Transaction will be described in detail in the
management information circular of Nevgold to be filed with the regulatory
authorities and mailed to the Nevgold shareholders in accordance with applicable
securities laws. Copies of the Pre-Arrangement Agreement between Silver Predator
and Nevgold and certain related documents will be filed with Canadian securities
regulators and will be available on the SEDAR website at www.sedar.com. The
management information circular will also be available on the SEDAR website at
www.sedar.com.
Upon the completion of the Proposed Transaction, directors, management and
employees of Nevgold will resign, and Silver Predator will appoint Nathan Tewalt
as Chief Executive Officer and Thomas Chadwick as VP, Exploration of Silver
Predator. Silver Predator will also nominate one representative of Nevgold,
acceptable to SPD, acting reasonably, to its board of directors upon closing of
the Proposed Transaction. Any arrangement with such individuals will be separate
from the Pre-Arrangement Agreement.
The Proposed Transaction may be considered a "business combination" under
Multilateral Instrument 61-101. The terms contemplate that Nathan Tewalt, the
Chief Executive Officer and a director of Nevgold, will be appointed the Chief
Executive Officer and a director of Silver Predator on closing and will have an
outstanding US$70,000 loan to Nevgold repaid by Silver Predator on or shortly
following the closing. In addition, Thomas Chadwick, the President and a
director of Nevgold, will be appointed as VP Exploration of Silver Predator on
closing. The terms and amounts of any compensation to be paid to Nathan Tewalt
and Thomas Chadwick as officers of Silver Predator have yet to be finalized. As
a result of these arrangements, Nathan Tewalt and Thomas Chadwick may be
considered to be receiving a "collateral benefit" as defined in Multilateral
Instrument 61-101. As a result, the votes attaching to the NGD Shares
beneficially owned, or over which control or direction is exercised, by Nathan
Tewalt (2,191,500 NGD Shares) and Thomas Chadwick (780,000 NGD Shares) in the
aggregate amount of 2,971,500 NGD Shares, will be excluded in determining
whether minority approval of the shareholder resolution approving the Proposed
Transaction has been obtained.
It is anticipated that the Proposed Transaction will be completed by January 30,
2012, but if the Proposed Transaction is not completed on or before February 28,
2012, either party may terminate the LOI, provided that the party seeking to
terminate the LOI is not in material default of any of its obligations
thereunder. While the LOI is in force, and subject to the right of Nevgold, or
its board of directors, to take such actions as may be required by their
obligations under applicable corporate laws, Nevgold has agreed to not, directly
or indirectly, solicit, discuss, encourage or accept any offer for the purchase
(including by merger) of Nevgold, or any of its business or assets, or for the
issuance of any additional securities of Nevgold. Notwithstanding the foregoing,
the board of directors of Nevgold may respond to, in accordance with applicable
law or in discharge of its fiduciary duties, any unsolicited offer or proposal
received from a third party, which the board of directors of Nevgold determines
in good faith (after consultation with its financial advisors, if any, and with
its outside legal counsel) would, if consummated in accordance with its terms,
result in a transaction that is more favourable to the shareholders of Nevgold
from a financial point of view than the Proposed Transaction contemplated by the
LOI (a "Superior Proposal"). Nevgold shall immediately advise Silver Predator of
the existence and terms of any such offer or proposal and provide copies thereof
immediately upon receipt thereof by Nevgold. If, within three business days of
receipt of copies of such offer or proposal, Silver Predator agrees to amend the
terms of the LOI such that the Proposed Transaction is no less favourable to the
shareholders of Nevgold from a financial point of view than the Superior
Proposal, in the opinion of the board of directors of Nevgold, acting in good
faith, then Nevgold shall not enter into any agreement regarding the Superior
Proposal.
Bridge Loan
Pursuant to the LOI, Silver Predator has agreed to advance to Nevgold a
convertible bridge loan, for the purposes of paying Nevgold's day-to-day
expenses and Nevgold's expenses related to the Proposed Transaction, in the
maximum amount of $225,000, as follows:
(a) $50,000 upon acceptance of the LOI by Nevgold;
(b) $100,000 upon execution and delivery of the Pre-Arrangement Agreement by
both parties; and
(c) $75,000 upon the mailing to shareholders of Nevgold the information
circular describing the Proposed Transaction.
In the event the Proposed Transaction does not close as and when provided for in
the LOI or in the Pre-Arrangement Agreement, the amount of the bridge loan will
be fully repaid on demand by Silver Predator or, at the option of Nevgold and
subject to regulatory approval, converted into Units on the same terms as
described above.
None of the securities anticipated to be issued under the Proposed Transaction
have been or will be registered under the United States Securities Act of 1933,
as amended, or any state securities laws, and such securities are anticipated to
be issued in the United States pursuant to exemptions from such registration
requirements. This press release shall not constitute an offer to sell or
solicitation of an offer to buy any securities in any jurisdiction where such an
offer or sale would be unlawful.
Information Concerning Mineralization and Resources
Unless otherwise indicated, all resource estimates contained in this news
release have been prepared in accordance with National Instrument 43-101 in
compliance with Canadian securities laws, which differ from the requirements of
United States securities laws. Without limiting the foregoing, this news release
uses the terms "measured resources", "indicated resources" and "inferred
resources". United States investors are advised that, while such terms are
recognized and required by Canadian securities laws, the United States
Securities and Exchange Commission ("SEC") does not recognize them. Under United
States standards, mineralization may not be classified as a "reserve" unless the
determination has been made that the mineralization could be economically and
legally produced or extracted at the time the reserve determination is made.
United States investors are cautioned not to assume that all or any part of
measured or indicated resources will ever be converted into reserves. Further,
inferred resources have a great amount of uncertainty as to their existence and
as to whether they can be mined legally or economically. It cannot be assumed
that all or any part of the inferred resources will ever be upgraded to a higher
category. Therefore, United States investors are also cautioned not to assume
that all or any part of the inferred resources exist, or that they can be mined
legally or economically. Disclosure of contained ounces is permitted disclosure
under Canadian regulations; however, the SEC normally only permits issuers to
report resources as in place tonnage and grade without reference to unit
measures. Accordingly, information concerning descriptions of mineralization and
resources contained in this news release may not be comparable to information
made public by United States companies subject to the reporting and disclosure
requirements of the SEC.
Forward-Looking Statements
This news release contains certain forward-looking information and statements
with the meaning of applicable Canadian and United States securities laws. The
use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "confident", "might", "proposed" and similar expressions are
intended to identify forward-looking information or statements. In particular,
but without limiting the foregoing, this news release contains forward-looking
information and statements pertaining to the Proposed Transaction and the
proposed terms and timing thereof, exploration, development and production of
properties, including the proposed timing and success thereof, and expected
mineralization and mineral resources.
The forward-looking information and statements included in this news release are
not guarantees of future performance and should not be unduly relied upon.
Forward-looking statements are based on current expectations, estimates and
projections that involve a number of risks and uncertainties, which could cause
actual results to differ materially from those anticipated and described in the
forward-looking statements. Such information and statements involve known and
unknown risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such forward-looking
information or statements. These include, but are not limited to, risks
associated with fluctuations in the market price of the Silver Predator or
Nevgold's common shares, commodity price and exchange rate fluctuations and
uncertainties and risks relating to the outcome of the Proposed Transaction on
the market price, marketability and liquidity of Silver Predator or Nevgold's
common shares risks associated with exploration, development and production and
other risks and uncertainties described herein and in the disclosure documents
of Silver Predator and Nevgold filed on the SEDAR website at www.sedar.com. All
forward-looking statements are based on various assumptions including, without
limitation, the presence of and continuity of minerals and metals at a project
at modeled grades, the availability of equipment, exchange rates and the
continued availability of financing. Although management considers these
assumptions to be reasonable based on information currently available to it,
they may prove to be incorrect.
The forgoing list of assumptions, risks and uncertainties is not exhaustive. The
forward-looking information and statements contained in this news release speak
only as of the date of this news release, and Silver Predator and Nevgold assume
no obligation to update publicly or revise any forward-looking information or
statements, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
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