Tyhee Gold Provides Investor Update, Advancing Financing,
Administrative, Regulatory and Operational Plans
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb 13, 2014) -
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.
Tyhee GoldBrian BriggsPresidentO:
604-681-2877info@tyhee.comSanta Fe GoldPierce CarsonPresident &
CEOO: 505-255-4852pcarson@santafegoldcorp.comTyhee GoldGreg
TaylorInvestor RelationsO: 905-337-7673C:
416-605-5120gtaylor@tyhee.com
Tyhee Gold Corp. (TSXV:TDC)
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Tyhee Gold Corp. (TSXV:TDC)
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