Mega Silver Inc. (TSX VENTURE: MSR) ("Mega") and Skybridge
Development Corp. (TSX VENTURE: SBD) ("Skybridge") announce that
they have signed a business combination agreement in respect of the
previously announced proposed acquisition of Skybridge by Mega.
Under the terms of the acquisition, Mega will acquire all of the
outstanding common shares of Skybridge ("Skybridge Shares") in
exchange for common shares of Mega ("Mega Shares"), on the basis of
one (1) Mega Share for every two and one-half (2.5) Skybridge
Shares outstanding (the "Exchange Ratio").
The acquisition is to be effected by way of a three-cornered
amalgamation (the "Amalgamation"), whereby Skybridge will
amalgamate with a wholly-owned subsidiary of Mega and the resulting
corporation (which will be a wholly-owned subsidiary of Mega) will
continue to carry on Skybridge's business. Shareholders of
Skybridge will receive Mega Shares in exchange for the Skybridge
Shares which they hold immediately prior to the effective date of
the Amalgamation, on the basis of the Exchange Ratio (but subject
to rounding in the event of fractional shares, which will not be
issued).
Upon completion of the Amalgamation, all Skybridge Shares will
be de-listed from the TSX Venture Exchange. Stock options and
common share purchase warrants of Skybridge outstanding following
completion of the Amalgamation will be adjusted to provide for the
purchase of Mega Shares in lieu of Skybridge Shares (based upon the
Exchange Ratio), upon the due exercise thereof.
Completion of the Amalgamation is subject to satisfaction of a
number of conditions, including receipt of the approval of the the
TSX Venture Exchange and the shareholders of Skybridge. A meeting
of the shareholders of Skybridge is scheduled to be held on May 25,
2009 to consider and approve the Amalgamation (the "Skybridge
Meeting").
Additional details of the proposed acquisition are provided in
the management information circular of Skybridge in respect of the
Skybridge Meeting, copies of which, together with related
materials, will be mailed to registered shareholders on April 27,
2009.
Highlights of the proposed business combination include a change
of senior management of the combined company. It is proposed that
Mr. Jim Rogers will assume the role of President and CEO. Mr.
Rogers was most recently Regional Exploration Manager for Goldcorp
Inc. at Red Lake. Jim's background in the Red Lake gold camp will
be a tremendous asset to the newly amalgamated company as it
executes a mandate to explore and develop promising gold assets in
the Red Lake camp.
A principal shareholder of Skybridge who holds an aggregate of
2,469,000 Skybridge Shares, representing approximately 12.2% of the
Skybridge Shares outstanding as at March 31, 2009, has entered into
a support agreement with Mega, whereby the shareholder has agreed,
among other things, to vote their Skybridge Shares in favour of the
Amalgamation at the Skybridge Meeting and to not take any action,
directly or indirectly, which could reasonably be expected to
affect the completion of the Amalgamation.
Research Capital Corporation has acted as financial advisor to
Skybridge in respect of the transaction and has provided an opinion
that the consideration to be paid to shareholders of Skybridge
under the Amalgamation is fair from a financial point of view.
PowerOne Capital Markets Limited has acted as financial advisor
to Mega in respect of the transaction.
Based upon the number of Skybridge Shares and Mega Shares
outstanding as at April 9, 2009, if the acquisition is completed,
Mega will issue approximately 8,105,588 Mega Shares (subject to
rounding in the event of fractional interests) to the shareholders
of Skybridge in exchange for their Skybridge Shares, representing
approximately 23.1% of the number of Mega Shares then
outstanding.
About Mega Silver
Mega is a public Canadian-based silver mineral exploration
company with projects in the Yukon that is committed to an
accelerated growth strategy. Backed by a team of experienced mining
experts and a strong financial position, Mega Silver is well poised
for rapid expansion through quick response to new opportunities and
changes in the market. www.megasilver.ca.
About Skybridge
Skybridge is a public Canadian-based mineral exploration and
development company that recently completed a Phase 1 3600m drill
program at its high grade copper Blue Caribou Project in Nunavut
Territory, Canada. The Company recently announced its entry into
the Red Lake gold camp and a strategy to consolidate other mineral
assets Skybridge has an experienced management team to advance its
business objective of building shareholder value through
exploration and development of mineable mineral resources.
www.skybridgedevelopment.com.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this press release constitutes
"forward-looking information", which is information regarding
possible events, conditions or results of operations that is based
upon assumptions about future economic conditions and courses of
action. All information other than matters of historical fact may
be forward-looking information. In some cases, forward-looking
information can be identified by the use of words such as "seek",
"expect", "anticipate", "budget", "plan", "estimate", "continue",
"forecast", "intend", "believe", "predict", "potential", "target",
"may", "could", "would", "might", "will" and similar words or
phrases (including negative variations) suggesting future outcomes
or statements regarding an outlook. Forward-looking information in
this press release includes, but is not limited to, statements
about the proposed Transaction of Skybridge by Mega, the
continuation of its business following completion of the
Transaction and our expectations regarding Skybridge or Mega's
properties and business generally.
By its nature, forward-looking information involves known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or industry results,
to differ materially from those expressed or implied by such
forward-looking information. Some of the risks and other factors
that could cause actual results to differ materially from those
expressed in the forward-looking information contained in this
release include, but are not limited to: the possibility that the
necessary shareholder and regulatory approvals will not be obtained
in a timely manner or at all, and that other conditions to
completion of the Transaction will not be satisfied; and risks
related to the inherent uncertainty of mineral exploration and
development activities generally, including political and
regulatory risks.
Although we have attempted to identify important factors that
could cause actual results or events to differ materially from
those described in the forward-looking information, readers are
cautioned that this list is not exhaustive and there may be other
factors that we have not identified. Readers are cautioned not to
place undue reliance on forward-looking information contained in
this release. Forward-looking information is based upon our
beliefs, estimates and opinions as at the date of this release,
which we believe are reasonable, but no assurance can be given that
these will prove to be correct. Furthermore, we undertake no
obligation to update or revise forward-looking information if these
beliefs, estimates and opinions or other circumstances should
change, except as otherwise required by applicable law.
The TSX Venture Exchange does not accept responsibility for the
accuracy or the adequacy of this release.
Contacts: Mega Silver Inc. Richard Patricio Director
416-941-1071 patricio@pinetreecapital.com www.megasilver.ca
Skybridge Development Corp. Abraham Drost President and CEO
807-345-3306 or 807-252-7800 adrost@skybridgedevelopment.com
www.skybridgedevelopment.com
Skybridge Development Com Npv (TSXV:SBD)
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Skybridge Development Com Npv (TSXV:SBD)
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