Tyhee Gold Agrees to Merge With Santa Fe Gold
Company to be Called Tyhee Gold
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 23, 2014) -
Tyhee Gold Corp. (TSX-VENTURE:TDC) (the "Company" or "Tyhee") is
pleased to report that it has entered into an agreement (the
"Merger Agreement") with Santa Fe Gold Corporation ("Santa Fe")
whereby, subject to certain conditions, Tyhee, acting through a
newly-incoporated Delaware subsidiary corporation, will acquire
100% of the issued and outstanding securities, including dilutive
securities, of Santa Fe in exchange for securities of Tyhee (the
"Transaction"). Santa Fe (OTCQB:SFEG) currently holds a number of
precious metals properties in New Mexico, USA, including the Summit
gold mine, which began commercial production in 2012 before mining
activities were suspended in November 2013, primarily due to
operational challenges brought on by capital constraints.
Trading of Tyhee shares, which was halted at the request of the
Company on January 17th, is expected to resume shortly following
this announcement. The unusual length of this halt has been due
primarily to a number of regulatory and financial complexities
related to the Transaction, which have now been resolved.
The Merger Agreement, which will be filed under Tyhee's profile
on SEDAR, follows the completion of extensive due diligence by
Tyhee's management and technical team, including comprehensive
discussions, site inspections and a review of Santa Fe's financial
situation. The board of directors of the Company has concluded
that, following a significant restructuring of Summit's operations,
mine plan and debt position - including a cash injection estimated
at US$19 million by Tyhee after completion of the Transaction into
the Summit Mine and Santa Fe's wholly owned Lordsburg Mill - the
mine and mill can be re-started in 2014, with further production
expansions scheduled to be implemented over the subsequent several
months.
Following completion of the Transaction, Tyhee's President and
CEO, Brian Briggs, will continue in that capacity. Pierce Carson,
PhD., Santa Fe's CEO, who has had an accomplished international
mining career spanning over 35 years with extensive experience in
directing exploration, development and mining of base metals,
precious metals and industrial minerals and in administering public
companies, will join Tyhee's board of directors and has agreed to
consult for Tyhee on a part-time basis.
Upon completion of this merger, Tyhee's core assets will include
the Summit mine and Lordsburg Mill in New Mexico, as well as a
significant growth asset, the larger but longer term Yellowknife
Gold Project ("YGP") in Canada's Northwest Territories. (Details of
these assets are provided below.)
The board of directors of both Santa Fe and Tyhee believe that
the Transaction will bring significant benefits to each of the
companies and their shareholders, and accordingly, the directors of
both Santa Fe and Tyhee have unanimously supported the proposed
Transaction.
The Transaction
Shareholders of Santa Fe will receive 0.9 of a common share of
Tyhee (the "Tyhee Shares"), and 0.45 of a warrant to purchase a
common share of Tyhee (the "Tyhee Warrants") in consideration for
each Santa Fe share (the "Santa Fe shares"). The Tyhee Warrants
will be subject to certain restrictions on vesting and
exercisability. Each whole Tyhee Warrant will entitle the holder to
purchase one Tyhee Share at a price of CDN$0.25 for a period of
four years following the closing of the Transaction. All currently
outstanding convertible securities of Santa Fe will, subject to the
approval and policies of the TSX Venture Exchange, entitle the
holder thereof to acquire, upon exercise, such number of Tyhee
Shares and Tyhee Warrants as such holder would have been entitled
to acquire as a result of the Transaction had the convertible
securities been exercised immediately prior to the closing of the
Transaction. Existing Tyhee and Santa Fe shareholders will own
approximately 78% and 22%, respectively, of the outstanding shares
of Tyhee's common shares following the Transaction. Outstanding
convertible securities of Santa Fe will entitle the holders to
acquire common shares and warrants of Tyhee upon completion of the
Merger. Tyhee expects to set aside approximately an additional 92.5
million Tyhee common shares for issuance upon exercise of
outstanding Santa Fe convertible securities and the Tyhee Warrants
issued in connection with the Transaction.
It is anticipated that the Transaction will be structured as a
combination of Santa Fe into a newly-formed Delaware subsidiary of
Tyhee, by way of a plan of arrangement or other transaction that is
supported by the management and board of directors of Santa Fe.
Further, completion of the Transaction, which will require the
approval of Santa Fe's shareholders, is targeted for the second
quarter of 2014. Closing of the Transaction is also subject to
customary closing conditions, including receipt of the approval of
the TSX Venture Exchange and any other regulatory approvals. In
addition, the closing of the Transaction is subject to the
completion of certain debt restructurings by Santa Fe, noted below,
and the completion of a minimum of US$20 million financing by
Tyhee, also discussed below.
Upon closing, Tyhee will continue trading on the TSX Venture
Exchange and plans are in place to apply for a potential US listing
on the OTCQX as well as a German listing. The resultant increased
visibility is expected to heighten Tyhee's recognition as a
diversified, well-capitalized, low-cost gold-silver miner, explorer
and developer.
As a key part of this transaction process, Tyhee has negotiated
the terms of debt restructuring with Santa Fe's three primary
creditors, Waterton Global Resource Management, Sandstorm Gold Ltd.
and International Goldfields Limited, to restructure the terms of
Santa Fe's indebtedness. Closing of the Transaction is conditional
upon the creditors entering definitive agreements for such
restructuring.
In the event that the Merger Agreement is terminated, a break
fee in the amount of US$300,000 (the "Break Fee") may be payable by
Santa Fe to Tyhee, or by Tyhee to Santa Fe depending on the
circumstances of such termination.
Santa Fe is currently subject to a cease trade order issued by
the British Columbia Securities Commission dated November 25, 2003,
and completion of the Bridge Loan (described below) will be subject
to Santa Fe obtaining a revocation of such cease trade order
sufficient to allow for the completion of the Bridge Loan and the
Transaction.
Tyhee has agreed to lend Santa Fe US$3 million (the "Bridge
Loan") to repay a portion of that company's accounts payable, with
the first advance to be made on or before February 15, 2014. In the
event that the Merger Agreement is terminated, the principal amount
and interest outstanding, and expenses incurred by Tyhee in
connection with the Bridge Loan may be, in certain circumstances at
the option of Tyhee, converted into common shares of Santa Fe. If
the funds for the Bridge Loan are not available by February 15,
2014, Santa Fe will have the right to terminate the Merger
Agreement.
Compelling Transaction
The proposed business combination will maximize value for both
Tyhee and Santa Fe shareholders, creating a combined company
potentially benefiting from:
- improved financial standing, with significantly improved
liquidity and access to capital to properly capitalize the Summit
mine for a return to full production, and enabling the Company to
execute its strategy of building its production profile through
additional acquisitions with near-term production potential;
- being transformed into a developing precious metals production
company with gold and silver production planned from Summit;
- significantly enhanced development and exploration upside
across a diverse portfolio of precious metals properties, including
the Summit project in New Mexico as well as the large undeveloped
gold resources (Feasibility Study - August 2012) at the YGP, NWT
and the Ortiz project, NM.
- Tyhee's highly experienced underground mining team that will be
key to successful operations at Summit; and,
- an expanded management team that includes complementary
experience in exploration, development, operations, and
financing
Denis Taschuk, Tyhee's Chairman of the Board, said, "We are all
very pleased about the potential we see with this agreement. It has
taken a tremendous amount of effort and cooperation from numerous
parties, including Santa Fe's board and management as well as their
debt holders and we are confident that we will see significant
value generated for all of the stakeholders involved."
Santa Fe's Chairman, Jakes Jordaan, added, "We are extremely
pleased to have found such an optimal fit in terms of both our
combined assets and leadership teams, particularly given the
unusually challenging times virtually everyone in our sector is
facing. On behalf of Santa Fe's board, management and the Special
Committee that supported this agreement, I want to thank everyone
involved and we look forward to seeing the benefits we all agree
are apparent in this exciting restructuring as the Summit Mine is
properly brought back into production and expanded to its real
potential as an integral part of Tyhee's ambitious growth
plans."
Tyhee CEO, Brian Briggs stated, "This is precisely the sort of
opportunity that my team and I have been looking forward to over
the past several months as market conditions have affected the
timing of our plan to bring the Yellowknife Gold Project into
production. Although we remain committed to that longer term goal,
we are extremely happy to be able to start producing gold at Summit
and then to optimize this operation in line with our target of
becoming a profitable new mid-tier, multi-project gold
company."
Corporate Strategy
As previously announced, Tyhee has been aggressively pursuing
new opportunities to enable the Company to benefit from gold
production in 2014. This revised corporate strategy is aimed at
enhancing Tyhee's shareholder value by taking advantage of
corporate project opportunities available in the current challenged
resource investment environment to generate cash-flow, accelerate
growth and provide a strong platform on which to build a new
multi-project gold mining company. At the same time, the Company
will continue to progress its YGP, an advanced stage wholly-owned
gold project in the development and permitting stage.
In line with this strategy, Tyhee also announced plans to create
a special purpose vehicle (the "SPV"), through which funds of up to
US$37.5 million are intended to be raised through an offering of
secured, convertible debt (the "SPV Financing"). Closing on a
minimum of US$20.0 million in the SPV Financing is a condition to
the closing of the Transaction, and the Break Fee may be payable if
such financing is not completed by March 15, 2014. The SPV
Financing is expected to fund the proposed cash injection into the
Summit Mine and Lordsburg Mill complex.
Up to 10 per cent of the funds raised through the SPV are to be
used for general corporate purposes, including the ongoing
development of Tyhee's YGP.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Tyhee and Santa Fe
intend to file relevant materials with the Securities and Exchange
Commission (the "SEC"), including the filing by Tyhee with the SEC
of a Registration Statement on Form F-4 (the "Registration
Statement"), which will include a preliminary prospectus and
related materials to register the Tyhee Shares and Tyhee Warrants
to be issued in exchange for Santa Fe common shares. The
Registration Statement will incorporate a proxy statement/
prospectus (the "Proxy Statement/Prospectus") that Santa Fe plans
to mail to its stockholders in connection with obtaining approval
to the proposed merger. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Santa
Fe, Tyhee, the transaction and related matters. Investors and
security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus
and other documents filed with the SEC by Santa Fe and Tyhee
through the web site maintained by the SEC at www.sec.gov.
Santa Fe and its directors and executive officers also may be
deemed to be participants in the solicitation of proxies from the
stockholders of Santa Fe in connection with the transaction
described herein. Information regarding the special interests of
these directors and executive officers in the transaction described
herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and
executive officers is also included in Santa Fe's annual report on
Form 10-K, which was filed with the SEC on September 30, 2013. This
document is available free of charge at the SEC's web site at
www.sec.gov.
Tyhee and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Santa Fe in connection with the transaction
described herein. Information regarding the special interests of
these directors and executive officers in the transaction described
herein will be included in the Proxy Statement/Prospectus described
above.
The debt securities to be offered pursuant to the SPV Financing
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does not
constitute an offer for sale of securities for sale, nor a
solicitation for offers to buy any securities. Any public offering
of securities in the United States must be made by means of a
prospectus containing detailed information about the issuer and
management, as well as financial statements.
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.
All statements in this news release that address events or
developments that the Company expects to occur, other than
statements of historical facts, is "forward-looking information."
Forward-looking information is necessarily based on estimates and
assumptions that are inherently subject to known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "expects", "believes",
"anticipates", "budget", "scheduled", "estimates", "forecasts",
"intends", "plans" and variations of such words and phrases, or by
statements that certain actions, events or results "may", "will",
"could", "would" or "might", "be taken", "occur" or "be achieved".
Forward looking statements made in this news release include all
statements related to: the Company's intention to establish a
special purpose vehicle the Company's ability to implement the
Company's corporate strategy; the anticipated structure of the
Transaction; the composition of the resulting board of directors of
the Company; the anticipated restructuring of the Summit Mine's
operations, mine plan and debt position, the plan to re-start and
expand production from the Lordsburg Mill; the planned Bridge Loan
and cash injection into Santa Fe; the Company's plan to apply for
listings in the United States and Germany; receipt of shareholder
approval for the Transaction from shareholders of Santa Fe; the
target date for shareholder approval; the potential for an
acquisition or merger by the Company; becoming the next generation
of multi project gold mining company; the heightened recognition of
the Company resulting from the Transaction; maximization of value
to shareholders; the potential benefits of the Transaction to
shareholders of the Company and Santa Fe, including improved
financial standing, liquidity, access to capital and near-term
production potential, the profitability of the Company from metal
production from the Summit Mine, enhanced development and
exploration potential from the Summit and Ortiz projects, and the
expanded management team; and the continued progress of the
Company's Yellowknife Gold Project.
Such forward-looking information may is based on management's
reasonable estimates and assumptions, including without limitation,
assumptions about: general economic conditions and conditions in
the financial markets; limited changes in demand and prices for
minerals; the ability of the Company to access sufficient financing
as contemplated in this news release; the ability of the Company to
identify appropriate merger or acquisition opportunities, or if an
opportunity is identified, to conclude a transaction on
satisfactory terms or to realize the expected benefits of any
transaction; the ability of the Company to satisfy the conditions
in any agreement related to such a transaction; the belief that due
diligence investigations of any involved party will not identify
any materially adverse facts or circumstances; that the required
approvals will be obtained from shareholders; that all required
third party, regulatory and government approvals will be obtained;
and that Tyhee will be able to achieve its operational, production
and/or financial objectives in respect of any acquisition and
generally.
Factors that could cause future events to differ from those
anticipated in forward looking statements include: inability to
identify merger or acquisition opportunities, or once identified,
negotiate a transaction on terms acceptable to Tyhee; inability to
meet the conditions provided for in the Merger Agreement, including
obtaining sufficient funding for the Bridge Loan and the proposed
cash injection; delays in obtaining approvals for acquisition or
merger activity, including approval of the TSX Venture Exchange and
securities regulatory authorities; litigation, legislative,
environmental and other judicial, regulatory, political and
competitive developments; fluctuations in foreign exchange rates
and interest rates; inability to achieve operational efficiencies
on any acquired property sufficient to overcome the costs of
acquisition or merger; discrepancies between actual and estimated
reserves and resources or between actual and estimated
metallurgical recoveries; costs of production; capital expenditure
requirements; the costs and timing of any acquisition or merger,
including but not restricted to construction, expansion or
enhancement of new or existing operations; the success of
exploration and permitting activities; parts, equipment, labor or
power shortages or other increases in costs; mining accidents,
labour disputes or other adverse events; changes in applicable laws
or regulations; that there are no material variations in the
current tax and regulatory environment or the tax positions taken
by the Company; that the regulatory and political environment
within any country where any such targeted entity or project may be
located will support the development of environmentally safe mining
projects, and any other factors that may cause Tyhee's actual
results, performance or achievements to be materially different
from those expressed or implied by such information.
In addition to the above, the factors described or referred to
under the headings "Financial Risks and Uncertainties" and
"Operational Risks and Uncertainties" in Tyhee's Management
Discussion and Analysis for the nine months ended August 31, 2013,
which is available on the SEDAR website at ww.sedar.com, should be
reviewed in conjunction with the information found in this news
release.
Although Tyhee has attempted to identify important factors that
could cause actual results, performance or achievements to differ
materially from those contained in forward-looking information,
there can be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
or that management's expectations or estimates of future
developments, circumstances or results will materialize. As a
result of these risks and uncertainties, any proposed transaction
could be modified, restricted or not completed, and the results or
events predicted in these forward looking statements may differ
materially from actual results or events. Accordingly, readers
should not place undue reliance on forward-looking information.
The forward-looking information in this news release is made as
of the date of this news release, and Tyhee disclaims any intention
or obligation to update or revise such information, except as
required by applicable law. This news release does not constitute
an offer to buy any securities or a solicitation of any vote or
approval or a solicitation of an offer to sell any securities.
Tyhee GoldBrian BriggsPresident604 681-2877info@tyhee.comSanta
Fe GoldPierce CarsonPresident & CEO(505)
255-4852pcarson@santafegoldcorp.comTyhee GoldGreg TaylorInvestor
Relations905 337-7673 or 416 605-5120gtaylor@tyhee.com
Tyhee Gold Corp. (TSXV:TDC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Tyhee Gold Corp. (TSXV:TDC)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024