Santa Fe Gold Terminates Proposed Agreement and Plan to Merge with Tyhee
21 3월 2014 - 10:00PM
Marketwired
Santa Fe Gold Terminates Proposed Agreement and Plan to Merge with
Tyhee
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 21, 2014) -
Tyhee Gold Corp. (TSX-VENTURE:TDC) (the "Company" or "Tyhee")
announces that Santa Fe Gold Corporation (OTCQB:SFEG) ("Santa Fe")
has terminated the previously announced proposed agreement and plan
of merger dated January 23, 2014. Under the terms of that agreement
and subject to certain conditions, Tyhee, acting through a
newly-incorporated Delaware subsidiary corporation, was to have
acquired 100% of the issued and outstanding securities, including
dilutive securities, of Santa Fe in exchange for securities of
Tyhee. According to Santa Fe, the proposed agreement was terminated
because Tyhee had failed to "consummate a qualified financing of at
least $20 million on or before March 15, 2014" under the terms of
the agreement.
Tyhee was satisfactorily proceeding with the previously
announced financing, through a special purpose vehicle (SPV), in an
orderly manner and was of the opinion that this SPV financing would
likely be achieved on the date specified. On March 4, 2014, Santa
Fe advised Tyhee that Santa Fe had received notice that Tony
Cavanaugh, an alleged stockholder of Santa Fe, had 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 has not been
served in the action.
After Santa Fe provided notice of this legal action, Tyhee both
formally and informally requested full transparency from Santa Fe
on the impacts of the action, including but not limited to impacts
on timing of merger closure, potential fees that Tyhee would be
required to pay on behalf of Santa Fe, and potential injunctions
that may result. Santa Fe has not responded to any of these
requests by Tyhee to date. Tyhee immediately notified the potential
investors in the SPV financing of this and other potential legal
action against Santa Fe and formally requested Santa Fe for an
extension of the time to complete the SPV financing so that proper
evaluation and transparency of the action could be understood and
plainly delivered to potential SPV investors. Santa Fe did not
accede to this request.
Santa Fe has demanded payment of a break fee in the amount of
$300,000 in connecton with their termination of the merger
agreement.
Tyhee is continuing to evaluate and have discussions with
additional acquisition targets as outlined in the Company's press
release of November 14, 2014 and remains strongly committed to a
policy of growth by acquisition.
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.
Brian BriggsPresidentTyhee Gold604 681-2877info@tyhee.comGreg
TaylorInvestor RelationsTyhee Gold905 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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