Orko Announces Superior Proposal
Published : February 13, 2013
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VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 13, 2013) - Orko Silver Corp. ("Orko" or the "Company") (News - Market indicators)(PINKSHEETS:OKOFF)(FRANKFURT:OG3) announces that it has received a binding proposal from Coeur d'Alene Mines Corporation ("Coeur") for the acquisition by Coeur of all of the issued and outstanding common shares of Orko (the "Orko Shares") by way of a plan of arrangement (the "Coeur Proposal"). The Board of Directors of Orko (the "Orko Board") has unanimously determined, after receiving the advice of its financial and legal advisors, that the Coeur Proposal constitutes a "Superior Proposal" pursuant to the arrangement agreement between Orko and First Majestic Silver Corp. ("First Majestic") originally announced on December 16, 2012 (the "First Majestic Agreement") and has provided notice of such determination to First Majestic.

Under the terms of the Coeur Proposal, Orko shareholders may elect to receive in exchange for each Orko Share:

  • 0.0815 common shares of Coeur ("Coeur Shares") and C$0.70 cash and 0.01118 warrants to purchase Coeur Shares ("Coeur Warrants");
  • 0.1118 Coeur Shares and 0.01118 Coeur Warrants, subject to pro-ration as to the number of Coeur Shares if the total number of Coeur Shares elected by Orko shareholders exceeds approximately 11.6 million; or
  • C$2.60 in cash and 0.01118 Coeur Warrants, subject to pro-ration as to the amount of cash if the total cash elected by Orko shareholders exceeds C$100 million.

If all Orko shareholders were to elect either the all cash (and Coeur Warrants) or the all share (and Coeur Warrants) alternative, each Orko shareholder would receive 0.0815 Coeur Shares and C$0.70 in cash, together with 0.01118 Coeur Warrants, for each Orko Share. Each whole Coeur Warrant will be exercisable for one Coeur Share for a period of four years at an exercise price of US$30.00, all subject to adjustment in accordance with the terms of the Coeur Warrants.

Based on the closing price of Coeur Shares on the New York Stock Exchange ("NYSE") on February 12, 2013 (and $0.08 of warrant value per Orko Share), the Coeur Proposal implies a value of C$2.70 per Orko Share. The Coeur Proposal represents a premium of approximately 25% to the implied value of the consideration offered pursuant to the First Majestic Agreement based on the February 12, 2013 closing price of both Coeur and First Majestic's common shares on the NYSE and Toronto Stock Exchange, respectively.

Except for the consideration being offered, the agreement proposed by Coeur is substantially similar to the First Majestic Agreement, including with respect to the treatment of outstanding options to purchase common shares of the Company. The proposed agreement with Coeur includes a termination fee, payable to Coeur in certain circumstances, of C$11.6 million, consistent with the termination fee payable to First Majestic under the First Majestic Agreement.

Under the terms of the First Majestic Agreement, First Majestic has a period of five business days, expiring at 11:59 pm PT on Tuesday, February 19, 2013 (the "Response Period"), during which to offer to amend the terms of that agreement.

If, within the Response Period, First Majestic offers to amend the First Majestic Agreement such that the Orko Board determines that the Coeur Proposal is no longer a Superior Proposal, Orko will be required to enter into an amendment to the First Majestic Agreement and implement the amended agreement. In that circumstance, no agreement will be entered into between Orko and Coeur with respect to the transaction proposed by Coeur.

If, within the Response Period, First Majestic does not offer to amend the First Majestic Agreement, or if the proposed Coeur transaction continues to be a Superior Proposal following a proposed amendment to the First Majestic Agreement by First Majestic, Orko intends to pay First Majestic the agreed termination fee of C$11.6 million, terminate the First Majestic Agreement and enter into the agreement proposed by Coeur. In that event, the directors and officers of Orko will enter into lock-up agreements with respect to the transaction proposed by Coeur (on substantially the same terms as the lock-up agreements they entered into with First Majestic) pursuant to which, among other things, they will agree to vote in favour of the transaction proposed by Coeur at a special meeting of securityholders of Orko to be called to consider such transaction.

In conjunction with the Coeur Proposal, Coeur has proposed to provide Orko with an C$11.6 million convertible loan to finance the First Majestic termination fee (the "Coeur Loan"). Orko would enter into the Coeur Loan concurrently with the execution of the agreement proposed by Coeur.

Advisors and Counsel

BMO Capital Markets and GMP Securities L.P. are acting as financial advisors to Orko. Stikeman Elliott LLP is acting as legal advisor to Orko. BMO Capital Markets and GMP Securities L.P. have each provided an opinion to the Board of Directors of Orko to the effect that, based upon and subject to the assumptions, limitations, and qualifications in such opinions, the consideration to be received pursuant to the agreement proposed by Coeur is fair, from a financial point of view, to Orko shareholders.

Further Information

Orko will issue further news releases providing additional information as developments warrant, including information with respect to any changes to the special meeting of securityholders of Orko currently scheduled for February 20, 2013.

For further information, contact Orko Silver Corp. at 604.687.6310 or via our website online at www.orkosilver.com.

ABOUT ORKO

Orko Silver Corp. is developing one of the world's largest undeveloped primary silver deposits, La Preciosa, located near the city of Durango, in the State of Durango, Mexico.

ON BEHALF OF THE BOARD OF ORKO SILVER CORP.

Gary Cope, President & CEO

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This News Release may contain forward-looking statements, including but not limited to comments regarding the completion of the transactions contemplated herein and the various steps thereto, including filing and mailing of securityholder documents and holding securityholder meetings, the value of Orko shares, the value or liquidity of First Majestic shares and Coeur Shares, future growth potential for Orko and its business, future mine development plans, the price of silver and other metals, the accuracy of mineral resource estimates, reasonable prospects of economic extraction of a mineral resource, timing and content of upcoming work programs, geological interpretations, receipt of property title, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements and Orko undertakes no obligation to update such statements, except as required by law. Orko's resource estimate is based on a geological model based on interpretations of multiple veins in wide spaced drill holes. There is risk that the interpreted continuity and orientation of the veins could change with additional drilling. The sample values in the drill core may not be representative of those portions of the deposit as precious metal deposits are subject to nugget effect and rapid changes to grade over relatively short distances. Sampling gaps in the modelled veins may allow higher grade samples to be projected into unsampled lower grade areas of the model. This could cause overestimation of tonnes and grade. The converse is also true. Density values of the blocks are based on a model that may not be accurate and may cause local biases in tonnage estimates.

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.

Orko Silver Corp.
Gary Cope
President & CEO
604.687.6310
www.orkosilver.com
Data and Statistics for these countries : Mexico | All
Gold and Silver Prices for these countries : Mexico | All

Orko Silver Corporation

DEVELOPMENT STAGE
CODE : OK.V
CUSIP : 685930
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Orko Silver is a silver development stage company based in Canada.

Orko Silver develops silver and gold in Mexico, and holds various exploration projects in Mexico.

Its main asset in development is LA PRECIOSA in Mexico and its main exploration properties are SAN JUAN and SANTA MONICA in Mexico.

Orko Silver is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 1.8 millions as of today (US$ 1.4 millions, € 1.2 millions).

Its stock quote reached its highest recent level on July 22, 2011 at CA$ 3.25, and its lowest recent point on February 08, 2019 at CA$ 0.02.

Orko Silver has 73 760 000 shares outstanding.

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Corporate Presentations of Orko Silver Corporation
9/9/2008MARTHA THINNING OUT TO SOUTH… BUT THEN?
4/18/2008Research notes
1/16/2008La Preciosa Thins to the North and Continues to the Southeas...
11/20/2007Drilling Hits Best Hole to Date on La Preciosa
10/9/200773.1 MILLION OUNCES SILVER EQUIVALENT RESOURCE IN DURANGO ST...
8/9/2007Martha Tips the Silver Balance at Preciosa
4/2/2007Orko takes nino steps in Mexico
10/13/2006Keeps drills turning at La Preciosa
5/19/2006New recommandation
5/1/2006Article of ICMJ Mining Journal
In the News and Medias of Orko Silver Corporation
6/27/2011Announces Update on Postal Strike and AGM
2/27/2008Follow up N° 7
1/15/2008 Expands the Martha Vein to the Southeast at La Preciosa
Annual reports of Orko Silver Corporation
2009 Annual Report
2007 Annual Report
Project news of Orko Silver Corporation
4/16/2013Coeur Completes Acquisition of Orko Silver Corp.
2/16/2012(La Preciosa)Provides an Update of Activities at La Preciosa
2/9/2011(La Preciosa)has Retained the Services of AMEC for a Review of La Precios...
4/29/2010(La Preciosa)More drill results at La Preciosa
6/22/2009(La Preciosa)Pan American Silver and Orko Silver Begin Comprehensive Dril...
2/18/2009(La Preciosa)Increases and Upgrades La Preciosa Resource Estimate
7/22/2008(La Preciosa)Reports Multiple Hits into Martha Vein at La Preciosa
2/28/2008Drilling Hits Best Martha to Date and a New High-Grade Vein ...
11/19/2007(La Preciosa)Hits 16.55 metres grading 377.7 g/t silver-equivalent on Mar...
10/10/2007(La Preciosa) Adds Fourth Drill Rig
10/1/2007(La Preciosa)Increases Resource Estimate by 86% to 73.1 Million Ounces Si...
9/19/2007(La Preciosa)Continues to Hit Wide High Grade Intercepts at La Preciosa
9/19/2007(La Preciosa)Reports High Grade Assay Results from Transversal Vein
6/5/2007(La Preciosa)Continues to Hit Major Silver-Gold Intercepts at La Preciosa
5/30/2007(La Preciosa) Intercepts 19.05 metres of 239.6 g/t Silver-Equivalent
5/9/2007(La Preciosa)Hits Major Intercept in Martha Vein at La Preciosa
4/18/2007(La Preciosa)Delivers More Positive Drilling Results from La Preciosa
2/21/2007(La Preciosa)Santa Monica Project Yields Excellent Gold and Silver Values...
Corporate news of Orko Silver Corporation
4/10/2013Shareholders Approve Arrangement with Coeur
3/18/2013Mails Meeting Materials
2/20/2013Announces Agreement With Coeur D'Alene
2/13/2013Announces Superior Proposal
11/8/2012(La Preciosa)Announces Filing of NI 43-101 Technical Report for its La Pr...
10/10/2012& Commonwealth Silver | Today, October 10th, 2012
10/4/2012Up close and personal with Orko Silver | Wednesday October 1...
9/20/2012=?windows-1252?Q?Orko_Announces_a_Significant_Upgraded_Resou...
9/12/2012(La Preciosa)Commences Exploration in the Esmeralda Targets Area of La Pr...
5/23/2012REMINDER: Timmins Gold and Orko Silver | Investors Forum May...
5/15/201210 days left until our next event in Vancouver: Timmins Gold...
5/15/2012Quest Rare Minerals, Orko Silver and REBgold Corp | Investor...
5/10/2012Timmins Gold and Orko Silver Investors Forum, May 24th 2012
5/7/2012Quest Rare Minerals, Orko Silver and REBgold Corp Investors...
5/2/2012Releases the Results of a New Engineering Study
8/11/2011(La Preciosa)Pan American Silver and Orko Silver Release Positive Prelimi...
8/11/2011(La Preciosa)Commentary on recently released La Preciosa Preliminary Econ...
6/1/2011President's Update
1/7/2009Provides 2008 Year End Summary
12/2/2008Drills 3.99 metres of 1 Kilogram per ton Silver Equivalent
11/26/2008Delays Resource Estimate until January 2009
6/5/2008Exhibit at World Resource Investment Conference 2008 in Vanc...
3/31/2008 Increases Resource Estimate by 41% to 103.2 Million Ounces ...
2/27/2008 Hits Massive Intercept on Martha Vein
2/1/2008Provides Video Update
10/5/2007Research Capital Updates Coverage on Orko Silver
7/19/2007C ontinues to Hit Martha Vein; Adds Third Drill Rig to Proje...
3/27/2007Announces Two Major Developments at La Preciosa
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TSX-V (OK.V)FRANKFURT (OG3.F)
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