Santa Fe Gold Advises Tyhee of Purported Shareholder Class Action Complaint

As previously disclosed in its news release dated January 23, 2014, Tyhee Gold
Corp. (TSX VENTURE:TDC) (the "Company" or "Tyhee") is party to an agreement and
plan of merger dated January 23, 2014 with Santa Fe Gold Corporation
(OTCQB:SFEG) ("Santa Fe"). Santa Fe has advised Tyhee that Santa Fe has received
notice that Tony Cavanaugh, an alleged stockholder of Santa Fe, has filed in the
Second Judicial District Court of the State of New Mexico, County of Bernalillo,
a purported class action complaint on behalf of himself and all others similarly
situated, against Santa Fe, the five current members of its Board of Directors,
Tyhee and Tyhee's wholly-owned subsidiary, Tyhee Merger Sub, Inc. ("Tyhee Merger
Sub"). As of the date hereof, neither Tyhee nor Tyhee Merger Sub has been
formally served with the complaint.


The plaintiff contends that the members of Santa Fe's Board of Directors
breached their fiduciary duties arising out of their efforts to effectuate the
merger of Santa Fe and Tyhee pursuant to an unfair process, for an unfair price
and lacking material disclosures. Further, the plaintiff contends that that
Tyhee aided and abetted such conduct. The plaintiff's complaint seeks, among
other things, damages, injunctive relief, recession of the proposed Tyhee
transaction to the extent already implemented, and reasonable attorneys' and
experts' fees.


Santa Fe has advised Tyhee that it and its Board of Directors believe these
claims lack merit, and intend vigorously to defend against them. Tyhee and its
Board of Directors also believe that these claims lack merit, and if served with
the complaint, will vigorously defend against them.


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 Thyee 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. 


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 defend against the claims brought against the Company
and Tyhee Merger Sub by Tony Cavanaugh, an alleged stockholder of Santa Fe, on
behalf of himself and all others similarly situated. Factors that could cause
future events to differ from those anticipated in forward looking statements
include: availability of funds to mount a legal defense; and the uncertainty of
the outcomes of litigation and risks associated with the inherent uncertainty of
future litigation results. 


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. 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 Corp.
Brian Briggs
President
O: 604 681-2877
info@tyhee.com


Tyhee Gold Corp.
Greg Taylor
Investor Relations
O: 905 337-7673 or C: 416 605-5120
gtaylor@tyhee.com
Tyhee Gold Corp. (TSXV:TDC)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024