Rio Alto Mining Limited

Published : June 22nd, 2009

Enters Definitive Agreement to Acquire Rio Alto Mining Limited

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Keywords :   Silver |

 

 

June 18, 2009

Mexican Silver Mines Ltd. Enters Definitive Agreement to Acquire Rio Alto Mining Limited


 

Not for Distribution to United States News Wire Services or for Dissemination in the United States

 

Mexican Silver Mines Ltd. ("Mexican Silver") (TSXV: MSM; Frankfurt WKN: A0MSLE) is pleased to announce that it has entered into a three-cornered amalgamation agreement with Rio Alto Mining Limited ("Rio Alto") and a recently incorporated, wholly-owned subsidiary of Mexican Silver pursuant to which Mexican Silver has agreed to acquire (the "Proposed Transaction ") all of the securities of Rio Alto.  The Proposed Transaction will result in Rio Alto becoming a wholly-owned subsidiary of Mexican Silver and in all shares and warrants of Rio Alto being exchanged for shares and warrants of Mexican Silver on a one for one basis, with the warrants of Mexican Silver to be issued in exchange for the warrants of Rio Alto having substantially the same terms and conditions of the Rio Alto Warrants. The completion of the Proposed Transaction is subject to a number of conditions. Please refer to Mexican Silver's news releases of March 10, 2009 and April 6, 2009 for additional information regarding the Proposed Transaction and Rio Alto.

 

Definitive Agreement with IAMGold Completed

 

Mexican Silver is also pleased to announce that Rio Alto has entered into an Option and Earn-In Right Purchase Agreement ("Option Agreement") with IAMGold Quebec Management Inc. ("IAMGold") and La Arena S.A.  La Arena S.A. is a wholly-owned subsidiary of IAMGold that owns La Arena gold-copper project (" La Arena Project") in Peru.  The completion of the transactions contemplated by the Option Agreement is subject to a number of conditions.  Please refer to Mexican Silver's news release of April 6, 2009 for additional information regarding La Arena Project.

 

Pursuant to the Option Agreement, Rio Alto has agreed to purchase an option (the "Option") to purchase all of shares of La Arena S.A. in consideration of cash payments of US$47.55 million (subject to adjustment) and the right (the "Earn-in Right ") to acquire up to 38.7% of the shares of La Arena S.A. by incurring expenditures of up to US$30 million on the La Arena Project.  The consideration to be paid to IAMGold for the Option and Earn-in Right is US$1 million (which is anticipated to be paid by the issue of common shares of Rio Alto at the deemed price of $0.20 per share), that number of Rio Alto common shares equal to 5.5% of the number of Rio Alto common shares now outstanding (on a fully diluted basis) and warrants entitling IAMGold to purchase 1.5 million Rio Alto common shares upon payment of the exercise price of $0.30.

 

Private Placement

 

Immediately prior to the completion of the Proposed Transaction, Rio Alto will complete a private placement (the "Private Placement") of a minimum of 15,000,000 Rio Alto Shares (the "Minimum Private Placement ") at the price of $0.20 per share for minimum gross proceeds of $3 million and that Mexican Silver will subscribe for and purchase 5,000,000 Rio Alto Shares ($1 million) under the Private Placement, subject to the Minimum Private Placement being completed.  

 

Subject to the conditions of the relevant agreements, it is anticipated that the Private Placement, the acquisition by Rio Alto of the Option and the Earn-in Right pursuant to the Option Agreement and the Proposed Transaction will close concurrently on or about June 23, 2009.

 

ON BEHALF OF THE BOARD OF
MEXICAN SILVER MINES LTD.
___________________________________
Feisal Somji, B.Sc., MBA
President and Chief Executive Officer


FOR FURTHER INFORMATION, CONTACT:

Mexican Silver Mines Ltd.
Feisal Somji, President & CEO
Phone:  403.236.5089
Fax:      403.398.0693
Email:
info@mexicansilvermines.com
Web: 
www.mexicansilvermines.com

Investor Relations
Jamie Mathers, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 236
Phone: 866.684.4209
Email:
jamie@ascentacapital.com

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.

 

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning completion of the Proposed Transaction, the Private Placement and the acquisition of the Option and Earn-in Right pursuant to the Option Agreement. The forward-looking statements and information are based on certain key expectations and assumptions made by Mexican Silver. Although Mexican Silver believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Mexican Silver can give no assurance that it will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. There are risks also inherent in the nature of the Proposed Transaction, incorrect assessment of the value of the respective properties of each of Mexican Silver and Rio Alto, and failure to obtain the required security holder, regulatory and other third party approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this press release are made as of the date hereof and Mexican Silver undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. 

 

 


 

Ascenta Capital Partners Inc. � Suite 1610, 1066 West Hastings Street � Vancouver � BC V6E 3X1 � Canada

Ascenta Capital provides investor relations services to a number of junior public companies. To learn about these companies, there are a number of e-news lists you can to in our Profile Centre. You can also subscribe to our monthly e-newsletter, Resource Investor Monthly.

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Rio Alto Mining Limited

DEVELOPMENT STAGE
CODE : RIO.TO
ISIN : CA76689T1049
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Rio Alto is a copper and gold development stage company based in Canada.

Rio Alto develops copper, gold and silver in Peru, and holds various exploration projects in Mexico.

Its main asset in development is LA ARENA in Peru and its main exploration properties are ANILLO DE FUEGO, PROVIDENCIA, RAL ( LA IGUANA ), VALLECILLO, MAMULIQUE and LA BLANCA in Mexico.

Rio Alto is listed in Canada. Its market capitalisation is CA$ 793.2 millions as of today (US$ 798.5 millions, € 597.1 millions).

Its stock quote reached its lowest recent point on December 26, 2008 at CA$ 0.07, and its highest recent level on February 23, 2012 at CA$ 4.54.

Rio Alto has 175 886 000 shares outstanding.

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In the News and Medias of Rio Alto Mining Limited
1/31/2008Follow up N° 2
Annual reports of Rio Alto Mining Limited
2007 annual report
2007 Q1 report
2006 Q3 report
2006 annual report
Financings of Rio Alto Mining Limited
11/30/2010Completes First Tranche of Private Placement for C$12.8 Mill...
1/7/2009Extends Expiry Date of Outstanding Warrants
12/23/2008Proposes to Extend Expiry Date of Outstanding Warrants
Option Grants of Rio Alto Mining Limited
7/23/2009Name Change to Rio Alto Mining Limited and Grant of Stock Op...
5/25/2009Announces Grant of Stock Options
Nominations of Rio Alto Mining Limited
3/14/2011Announces Appointment of Victor Gobitz and Sidney Robinson t...
2/18/2011Announces the Departure of Feisal Somji
6/17/2008Appoints Jose Sayo Garcia as VP Exploration and Brings Addit...
Project news of Rio Alto Mining Limited
4/29/2011(La Arena)Drills 173 Metres of 1.53 Grams of Gold Per Tonne
2/9/2011(La Arena)Announces Acquisition of 100% of La Arena Project
8/5/2009(La Arena)La Arena Surface Rights and Project Update
6/29/2009(La Arena)Confirms Option Agreement on La Arena and Equity Position in...
7/7/2008(Mamulique)Commences First Phase Drilling at the Mamulique Project
6/4/2008(Ral ( La Iguana ))Reports Extension of Mantos in the First Phase of Drilling a...
5/12/2008(La Blanca)Discovers New High Grade Veins
3/25/2008(Vallecillo)Initiates IP Geophysics at Vallecillo
2/19/2008(Mamulique) Announces Positive Exploration Results and Drill Plan for t...
1/30/2008(Ral ( La Iguana ))Announces an Exploration Update on its Iguana Project
1/23/2008(Vallecillo)Reports further drill results from the Vallecillo drill prog...
Corporate news of Rio Alto Mining Limited
4/1/2015Tahoe Resources and Rio Alto Mining Announce Completion of M...
3/30/2015Announces Shareholder and Court Approval of the Plan of Arra...
3/16/2015Announces Net Income of US$49.8 Million for 2014
7/20/2011Drills 238 Metres of 1.06 Grams of Gold Per Tonne
6/15/2011Drills 134 Metres of 2.29 Grams of Gold Per Tonne
5/9/2011(La Arena)Pours 1,115 Oz of Gold at La Arena
6/30/2009Completes Acquisition of Rio Alto Mining Limited
6/22/2009Enters Definitive Agreement to Acquire Rio Alto Mining Limit...
3/10/2009Enters into Letter of Intent to Acquire Rio Alto Mining Limi...
2/25/2009at 2009 Prospectors & Developers Association of Canada Confe...
12/19/2008Featured on Business Television
11/19/2008Provides a Corporate Update and Initiates Review of Strategi...
4/23/2008 Grants and Re-Prices Options
4/8/2008 Announces the Addition of Jim Glass to Board of Directors
2/29/20082007 Q3 Report
1/28/2008Announces Exploration Results from the Magnolia Mine Area wi...
12/5/2007 Announces Positive Drill Assay Results From Vallecillo and ...
11/30/20072007 Q2 report
11/19/2007 Acquires the Voladora Mine in the State of Nuevo Leon
10/31/2007Increases Drill Program at Vallecillo
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