TDC

Tyhee Gold Corp. (TSX VENTURE:TDC) (the "Company" or "Tyhee") is pleased to
provide an update on its plans and activities following its previously announced
Merger Agreement (see Tyhee news release dated January 23, 2014).


In accordance with the Merger Agreement, Tyhee has entered into a Note Purchase
Agreement with RMB Australia Holdings Limited ("RMB Australia"), pursuant to
which RMB Australia has provided the Company with a US$5 million loan (the "RMB
Note"). The RMB Note has a six-month term and bears interest at 2% per month,
all of which was paid on closing. The RMB Note may be repaid at any time, and if
it is repaid before maturity, the prepayment will be reduced by the amount of
any unearned interests. The RMB Note is guaranteed by Tyhee (NWT) Corp. ("Tyhee
NWT"), the Company's wholly owned subsidiary that holds the Yellowknife Gold
Project, and is secured by a general security interest registered over all of
the assets of Tyhee NWT (other than the Company's interest in the Big Sky
Property), and a pledge of the outstanding shares of Tyhee NWT. In connection
with the RMB Note, the Company to RMB an aggregate cash commission of up to
U.S.$368,000 (the "Arrangement Fee") . The completion of the Offering is subject
to the approval of the TSX Venture Exchange (the "Exchange") on such terms as
the Exchange may require. 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. Tyhee will use a
portion of the proceeds of the RMB Note to make the Bridge Loan advance.


In addition to the foregoing, the Company has entered into an agreement for a
non-brokered placement of a $250,000 unsecured demand note (the "Demand Note").
The Demand Note bears interest at 2% per month, with the first month having been
prepaid. In connection with the Demand Note, the Company has agreed to issue
common share purchase warrants (the "Bonus Warrants") entitling the holder to
purchase 250,000 common shares of the Company (the "Bonus Warrant Shares") at a
price of $0.25 per Bonus Warrant Share for a period of 24 months following the
date of issue of the note. The issue of the Bonus Warrants is subject to the
approval of the TSX Venture Exchange.


Tyhee is also in advanced discussions with a number of institutional investors
regarding its previously 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 completion of the merger with Santa Fe. This SPV Financing is expected to
fund the proposed cash injection of US$19 million into Santa Fe, primarily for
investment in the Summit Mine and Lordsburg Mill complex. This includes the
repayment to RMB Australia of the RMB Note.


While Tyhee and Santa Fe are working to advance these various regulatory,
administrative and financing activities, the combined management and technical
team is advancing preparations for bringing the Summit Mine and Lordsburg Mill
complex back into production. Other efforts are focused on permit applications
related to building a planned power-line and expansion of the tailings
containment area. Also, the Company intends to develop new, independent,
National Instrument 43-101-compliant technical reports on both the Summit
Mine/Lordsburg Mill Complex and the Ortiz property. 


Tyhee CEO, Brian Briggs stated, "Coincident with our efforts to complete this
exciting transaction, our combined technical team is aggressively preparing to
meet our objective of bringing the Summit mine back into production as quickly
as possible." 


Added Pierce Carson, Santa Fe's CEO, who is to join Tyhee's Board of Directors
and provide technical consulting services to the Company, "We are very pleased
with how our teams are able to combine their skills and knowledge to make this
somewhat complex transaction work, and I remain confident that it will provide
great benefit for all of our shareholders. At the same time, we are aware that
there are many more questions to be answered and I will assure investors that we
will provide the information on a regular and timely fashion as we move ahead." 


Upon completion of this proposed merger, Tyhee's core assets will include the
Summit mine and Lordsburg Mill in New Mexico, and the Yellowknife Gold Project
("YGP") in Canada's Northwest Territories, a significant and much larger, but
longer term, growth asset.


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 RMB Note, Demand Note, Bonus Warrants, Bonus Warrant Shares, and 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 intentions to bring the Summit mine back into production as
quickly as possible following the completion of the Company's merger with Santa
Fe, to develop new independent National Instrument 43-101-compliant technical
reports on both the Summit Mine/Lordsburg Mill Complex and the Ortiz property,
to establish a special purpose vehicle to facilitate the SPV Financing; the
Company's ability to implement the Company's corporate strategy; and the planned
Bridge Loan and cash injection into Santa Fe.


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 www.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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Tyhee Gold
Brian Briggs
President
O: 604-681-2877
info@tyhee.com


Tyhee Gold
Greg Taylor
Investor Relations
O: 905-337-7673
C: 416-605-5120
gtaylor@tyhee.com


Santa Fe Gold
Pierce Carson
President & CEO
O: 505-255-4852
pcarson@santafegoldcorp.com

Tyhee Gold Corp. (TSXV:TDC)
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부터 5월(5) 2024 으로 6월(6) 2024

Tyhee Gold Corp. (TSXV:TDC)
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부터 6월(6) 2023 으로 6월(6) 2024