Tyhee Gold: RMB Loan Transaction Closed
15 2월 2014 - 4:47AM
Marketwired
Tyhee Gold: RMB Loan Transaction Closed
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb 14, 2014) -
Tyhee Gold Corp. (TSX-VENTURE:TDC) (the "Company" or "Tyhee") is
pleased to announce that the previously announced Note Purchase
Agreement ('the Agreement") with RMB Australia Holdings Limited
("RMB Australia") has received regulatory approval from the TSX
Venture Exchange, enabling the transaction to be completed. Under
the terms of the Agreement, RMB Australia has provided the Company
with a US$5 million loan (the "RMB Note"), which has a six-month
term and bears interest at 2% per month, all of which was paid on
closing.
This successful closing represents another important step in
support of Tyhee's previously announced plans to acquire Santa Fe
Gold Corporation ("Santa Fe") (OTCQB: SFEG). 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.
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, has not been, nor will it 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 complete the
Company's merger with Santa Fe, and the planned Bridge Loan and
cash injection into Santa Fe.
Such forward-looking information 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.
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 Gold Corp.Brian BriggsPresident604
681-2877info@tyhee.comSanta Fe GoldPierce CarsonPresident &
CEO(505) 255-4852pcarson@santafegoldcorp.comTyhee Gold Corp.Greg
TaylorInvestor Relations905 337-7673 or C: 416
605-5120gtaylor@tyhee.com
Tyhee Gold Corp. (TSXV:TDC)
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Tyhee Gold Corp. (TSXV:TDC)
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부터 6월(6) 2023 으로 6월(6) 2024