Selwyn Resources Ltd.

Published : September 10th, 2014

Selwyn Announces Definitive Agreement for the Sale of ScoZinc Limited

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Keywords :   Copper | Debt | Ecuador | Gold | Lead | Silver | Zinc |

Selwyn Announces Definitive Agreement for the Sale of ScoZinc Limited

COOKS BROOK, NOVA SCOTIA--(Marketwired - Sept. 10, 2014) - Selwyn Resources Ltd. (TSX VENTURE:SWN) ("Selwyn" or the "Company") is pleased to announce that it has entered into a definitive purchase and sale agreement (the "Agreement") with Scotian Zinc Mines Ltd. ("Scotian") providing for the sale of ScoZinc Limited ("ScoZinc"), a wholly-owned subsidiary of Selwyn (the "Transaction"). ScoZinc's assets consist of the ScoZinc Mine and mill in Nova Scotia, and related properties, which are the majority of the Company's assets.

Pursuant to the Agreement, Scotian will purchase all of the shares of ScoZinc from Selwyn for an aggregate purchase price of C$17,500,000, payable as to C$10,000,000 in cash upon closing of the Transaction ("Closing") and C$7,500,000 through a senior secured debt note to be issued on Closing (the "Selwyn Note"), which will be payable in five equal annual instalments of C$1,500,000 each, together with interest of 8% per annum, with the first instalment starting on December 31, 2015. The Selwyn Note shall be secured pari passu with all senior debt of Scotian.

The Agreement contains customary closing conditions, including the approval of not less than 66-2/3% of the votes cast at a special meeting of Selwyn shareholders that is expected to be held in October 2014, as well as applicable regulatory approvals and the satisfaction of certain other closing conditions customary for transactions of this nature. The Agreement provides for, among other things, a non-solicitation covenant on the part of Selwyn, subject to customary "fiduciary out" provisions that permit Selwyn's Board to consider potential, unsolicited alternative proposals, a right in favour of Scotian to match any superior proposal and, in certain circumstances, the payment of a C$500,000 break fee to Scotian.

A management information circular providing a detailed description of the Transaction will be mailed to shareholders of Selwyn in connection with the special meeting. If approved by Selwyn shareholders and all regulatory approvals and other closing conditions are satisfied or waived, the proposed Transaction is expected to be completed in November 2014.

Following Closing, Selwyn will have no debt and approximately C$14,000,000 in cash (approximately C$3.60 per Selwyn common share based on 3.94 million common shares outstanding), in addition to the C$7,500,000 Selwyn Note from Scotian.

While the Company intends to conduct a full review of its options in anticipation of completion of the Transaction in November 2014, the current intention is to distribute a substantial portion of the cash proceeds from the Transaction to Selwyn shareholders, either in the form of a dividend, return of capital, substantial issuer bid or other method that most efficiently returns cash or creates value for the Company's shareholders.

About Selwyn

Selwyn is an established Canadian-based zinc and lead exploration and development company that owns the ScoZinc Mine near Halifax, Nova Scotia, that has the necessary approvals to restart operations. Selwyn has a strong working capital position and no debt. Selwyn has 3,941,046 common shares outstanding, which are traded on the TSX Venture Exchange under the symbol "SWN".

About Scotian

Scotian is a privately held British Columbia corporation created to facilitate the acquisition of ScoZinc and its mine, mill and related properties in Nova Scotia for the purposes of recommissioning to commence mining operations by the third quarter of 2015. Scotian is led by highly qualified and experienced management and Mr. Glenn Laing is its President and Chief Executive Officer, and major shareholder. Mr. Laing has over 30 years' experience in the mining and financing sectors and is currently the President and Chief Executive Officer of Phoenix Gold Resources Corp. (TSX VENTURE:PXA) and Ecuador Gold and Copper Corp. (TSX VENTURE:EGX).

Neither 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.

Forward-Looking Statements

This News Release includes certain "forward-looking statements". All statements other than statements of historical fact included in this release, including without limitation statements regarding the future plans and objectives of Selwyn, are forward-looking statements that involve various risks and uncertainties. These forward-looking statements include, but are not limited to, statements with respect to completion of the Transaction, and other information that is based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Selwyn's expectations include, among others, risks related to international operations, the actual results of current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined as well as future prices of gold and silver, as well as those factors discussed in the section titled "Risk Factors" in Selwyn's Management's Discussion and Analysis for the year ended December 31, 2013. Although Selwyn has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Read the rest of the article at finance.yahoo.com
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Selwyn Resources Ltd.

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CODE : SWN.V
ISIN : CA81662B1040
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Selwyn Res. is a zinc and lead development stage company based in Canada.

Selwyn Res. holds various exploration projects in Canada and in Mexico.

Its main asset in production is SCOTIA MINE - in Canada, its main assets in development are SELWYN / HOWARD PASS and HOWARD'S PASS in Canada and its main exploration properties are GETTY DEPOSIT in Canada and VINATA in Mexico.

Selwyn Res. is listed in Canada, in Germany and in United States of America. Its market capitalisation is CA$ 4.7 millions as of today (US$ 3.5 millions, € 3.2 millions).

Its stock quote reached its lowest recent point on November 21, 2008 at CA$ 0.04, and its highest recent level on March 11, 2011 at CA$ 4.88.

Selwyn Res. has 3 940 000 shares outstanding.

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In the News and Medias of Selwyn Resources Ltd.
2/25/2008Zinc Markets, the perfect storm ?
Financings of Selwyn Resources Ltd.
1/13/2012Announces $4 Million Flow-Through Share Financing
8/24/2011Announces US$30 Million Bond Financing for ScoZinc Mine Rest...
6/9/2011Completes $12,784,500 Special Warrant Offering
6/1/2011Announces Closing of the Second Tranche of its Special Warra...
5/27/2011Announces Closing of the First Tranche of Its Special Warran...
6/17/2010Announces up to $3 Million Non-brokered Flow-through and Uni...
12/24/2009 Announces Up to $1,000,000 Non-brokered Flow-through Financ...
9/16/2009Increase Up to $7,092,000 Non-brokered Share Financing
9/8/2009Up to $6 Million Non-brokered Share Financing
5/14/2009Closing of $250,000 Non-brokered Flow-through Financing
10/23/2007Announces Closing of $3,150,000 Non-brokered Flow-Through Fi...
Option Grants of Selwyn Resources Ltd.
8/15/2009Grants Stock Options
Nominations of Selwyn Resources Ltd.
4/22/2013Announces Resignation of A. Jay Collins as a Director
3/12/2013Announces Appointment of New Manager of Investor Communicati...
9/24/2012Appoints Directors to Its Board
2/24/2011Expands Management Team
7/7/2009Appointment of Korea Zinc Representative to Board
Project news of Selwyn Resources Ltd.
6/14/2013New Mine Plan for ScoZinc Project Filed on SEDAR
6/11/2013Announces Updated ScoZinc Mine Plan
6/4/2013Announces Completion of Sale of Selwyn Project
4/20/2013to Hold Vote on Sale of Selwyn Project Only on April 22, 201...
8/22/2012s Revised Mine Development Plan for the Selwyn Project
5/23/2012Receives Approval for ScoZinc Mine Expansion
5/11/2012=E2??s Assays Confirm High-Grade Mineralization at Don Conne...
4/30/2012Chihong Receives Howard=E2??s Pass Mine Access Road Licence
4/16/2012Drilling in Don Connector Confirms Thick Zinc-Lead Mineraliz...
2/17/2012Acquires Surface Rights for Expansion at ScoZinc Mine
10/11/2011Receives Environmental Approval for ScoZinc Mine
9/19/2011New High-Grade Discovery Mineralization Extends XY West to t...
9/6/2011Significantly Expands XY West Deposit
8/16/2011Deep Drilling at Don Deposit Defines New Mineral Potential i...
8/11/2011Mobilizes Drills to ScoZinc Mine
7/6/2011Supreme Court of Yukon Dismisses Liard First Nation Applicat...
6/7/2011Don Deposit - Significant Potential at Depth Confirmed
6/1/2011Announces Completion of Acquisition of ScoZinc Limited
4/25/2011Chihong Receives B Water License: Project Update
4/4/2011Successfully Completes Winter Mobilization of Mining Equipme...
4/1/2011(Scotia Mine -)Announces Equity Financing of Up to $15 Million for Scotia M...
3/16/2011Commences Winter Mobilization of Mining Equipment
2/22/2011(Scotia Mine -)Signs Binding Agreement to Acquire ScoZinc Limited
2/15/2011(Selwyn / Howard Pass)Intercepts Thick High-Grade Mineralization in XY Central Dep...
10/7/2009(Vinata)Announces the Commencement of Drilling on Vinata Property
9/24/2009(Howard's Pass)Expands XY High-Grade Mineral Potential
8/13/2009(Vinata)Receives Regulatory Approval of Vinata Property Acquisition
1/29/2008Announces 2008 Mineral Resources and Expanded High-Grade Und...
1/15/2008Don East Deposit Continues to Expand Mineral Potential
1/10/2008Infill Drilling Confirms Higher-Grade XY Open Pit
9/4/2007 Announces Significant Step-out on High-grade in Don Valley
Corporate news of Selwyn Resources Ltd.
8/25/2015Selwyn Announces Board Changes and Grant of Stock Options
2/19/2015Selwyn Announces Grant of Incentive Stock Options
1/17/2015Selwyn Announces Failure of Scotian to Close ScoZinc Sale Tr...
12/30/2014IIROC Trading Resumption - SWN
12/30/2014Selwyn Announces Further Extension to Closing of Sale of Sco...
12/22/2014IIROC Trading Halt - SWN
11/24/2014IIROC Trading Resumption - SWN
11/21/2014Selwyn Announces Extension to Closing of Sale of ScoZinc
11/18/2014IIROC Trading Halt - NSP; SWN
10/29/2014Selwyn Announces Annual General and Special Meeting Results
9/10/2014Selwyn Res Ltd. IIROC Trading Resumption - SWN
9/10/2014Selwyn Announces Definitive Agreement for the Sale of ScoZin...
9/10/2014IIROC Trading Halt - SWN
6/2/2014Selwyn Appoints Victor Lazarovici Chairman of the Board
6/18/2013Announces Annual General and Special Meeting Results
6/12/2013Announces Repayment of Waterton Loan Facility
6/7/2013Addresses Statements Made in Dissident Circular
5/23/2013Important Notice
5/21/2013Announces Closing Date for the Sale of Selwyn Project and Pr...
5/13/2013Announces Satisfaction of Additional Closing Conditions for ...
4/29/2013Announces Date of Annual and Special Meeting
4/23/2013Responds to Press Release from Samara Capital Regarding Purp...
4/16/2013Announces Change of Venue for Annual General and Special Mee...
4/9/2013Announces Receipt of Second $5 Million Purchase Price from C...
2/18/2013Announces New Vice President of Exploration
10/24/2012Grants Stock Options
10/12/2012Announces Changes to its Management
10/10/2012Updated Gays River Deposit Mineral Resource Technical Report...
9/27/2012d Selwyn Project Mineral Resource Technical Report Filed on ...
9/10/2012Announces Changes to its Board
9/6/2012Suspends Strategic Review Process
8/13/2012Announces Updated Mineral Resource For Selwyn Project
7/19/2012Announces Selwyn Chihong Agreement with Kaska Communities
5/28/2012Joint Venture To Evaluate A Smaller Tonnage High-Grade Mine ...
5/15/2012Announces Updated Mineral Resource For XY West Deposit
5/14/2012Announces Special and Annual General Meeting Results
5/3/2012Announces Management Reorganization
4/18/2012Chihong Agreement with Naha Deh=C3=A9 Dene
4/17/2012Progress Update
4/17/2012Announces Closing of Debt Facility
4/10/2012Announces $10 Million Debt Facility
3/28/2012Metallurgical Drilling Further Defines Thick High-Grade Mine...
3/26/2012RETAINS CUTFIELD FREEMAN
3/12/2012Expands Airborne Geophysical Survey for Nova Scotia Properti...
2/2/2012Commissions Airborne Geophysical Survey for Nova Scotia Prop...
9/13/2011ANNOUNCES UPDATED MINERAL RESOURCES FOR SELWYN PROJECT
8/30/2011=?UTF-8?Q?Selwyn=E2=80=99s_ScoZinc_(Restart)_Projec?=t Deliv...
8/22/2011Announces Termination of the Proposed 24 Million Share Offer...
8/16/2011Expands Management Team
7/19/2011Continues To Confirm Don Deposit Mineralization
7/11/2011Announces Acceptance of Prospectus by Regulatory Authorities
7/7/2011Announces Korea Zinc Warrants Exercise
7/5/2011-Drilling on Don Deposit Continues to Confirm Continuity
6/7/2011Don Deposit-Significant Potential at Depth Confirmed
6/2/2011Announces Transamine Shareholding
5/17/2011Announces Pricing and Change to Equity Financing of up to $1...
5/9/2011Closing of the Acquisition of the Assets of ScoZinc Extended...
4/19/2011Expands Management Team
4/6/2011Announces Scotia Mine Mineral Resources
4/6/2011High Grade Drill Results Continue from Don Deposit
4/1/2011Intercepts High-Grade Mineralization in Don Deposit
3/30/2011(Getty Deposit)Announces Getty Deposit Mineral Resources
2/17/2011Exercises Savant Common Share Purchase Warrants
1/27/2011Announces Intention to make a Normal Course Issuer Bid
7/28/2010$650,000 Closing of Second Tranche of Financing
7/8/2010Announces Chihong Approvals for Selwyn Project
6/16/2010 Closes $562,500 Unit Financing
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3/2/2010Updates progress on joint venture transaction with Yunnan Ch...
12/15/2009 C$100 Million Joint Venture Transaction With Yunnan Chihong...
12/15/2009Corporate Update Teleconference
10/29/2009Announces Receipt of Class A Land Use Permit from the Sahtu ...
10/23/2009$960,000 Closing of Second Tranche of Financing
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7/21/2009Advances the Selwyn Project
6/3/2009$2.25 Million Closing of First Tranche of Unit Financing
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TSX-V (SWN.V)FRANKFURT (P3Z.F)
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