High Desert Gold Corp.

Published : October 22nd, 2013

South American Silver Corp. Enters into an Agreement to Acquire High Desert Gold Corporation

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Keywords :   Bolivia | Canada | Chile | Copper | Gold | Growth | Precious Metals | Sac | Silver | Utah |

 

 

TSX Symbol: SAC

 

 US OTCQX: SOHAF

 

 NEWS RELEASE: 13-19

 

South American Silver Corp. Enters into an Agreement to Acquire High Desert Gold Corporation

 

 

 21 October 2013, Vancouver, British Columbia-South American Silver Corp. (TSX: SAC, US OTCQX: SOHAF) is pleased to announce that it has entered into an arrangement agreement (the "Agreement") pursuant to which South American Silver Corp. ("SASC") will acquire all of the issued and outstanding shares of High Desert Gold Corporation ("HDGC") that it does not already own in an all-share transaction by way of a plan of arrangement (the "Arrangement").  HDGC shareholders (other than SASC) will receive 0.275 of a SASC Class A Share for each HDGC share they hold. SASC currently owns 16,077,000 common shares of HDGC (18.5% on an undiluted basis). Upon completion of the Arrangement, SASC shareholders and HDGC shareholders will own approximately 85.6% and 14.4%, respectively, of the Class A Shares of the post-Arrangement entity.

As part of the Arrangement, immediately prior to the acquisition of HDGC, SASC will spin out to its shareholders, Class B Shares which entitle the holders collectively to 85% of the net cash proceeds received from any award or settlement in connection with the ongoing dispute with Bolivia related to its expropriation of the Malku Khota Project. 

Completion of the Arrangement is subject to a number of conditions, including the receipt of the requisite approval of the shareholders of HDGC and the shareholders of SASC, the approval of the Supreme Court of British Columbia and stock exchange approval.  See "Details of the Arrangement" below. 

As part of the acquisition of HDGC, SASC will obtain a 100% direct interest in HDGC's Gold Springs project, located along the Nevada/Utah border.  Gold Springs is a new development gold-silver district, with a total land package of 74km2 which HDGC has been exploring.  An initial Inferred resource has been announced at Gold Springs (See HDGC PR13-07, March 28, 2013) and additional drilling in 2013 has expanded the mineralized zones beyond the footprint of the reported resource.  The Inferred resource, which is based on only two of eighteen identified targets at Gold Springs, is summarized in the table below:

 

Cut-off Grade


Gold

Silver

Gold Equivalent AuEq

(AuEq)

Tonnes

Grade (g/t)

Troy Ounces

Grade (g/t)

Troy Ounces

Grade (g/t)

Troy Ounces

0.3 g/t

19,373,085

0.48

301,756

10.4

6,476,149

0.67

415,254


1
AuEq means gold-equivalent.  AuEq calculations for Gold Springs reflect gross metal content using a metal price ratio of 57.14 Au/Ag and have not been adjusted for metallurgical recoveries.


In announcing the proposed merger, Phillip Brodie-Hall, President and CEO of South American Silver Corp., commented:

"This is an excellent development for both companies.  It puts South American Silver back into precious metals through the acquisition of the Gold Springs gold-silver project. Gold Springs straddles the border of Utah and Nevada, both of which are pro-development, safe, mining-friendly states.  Gold Springs is an outcropping, near-surface gold-silver deposit which early metallurgical test-work suggests will produce material that is amenable to heap leaching.  This all means that, should the Gold Springs deposit prove economic after further exploration and engineering studies, it could be brought into production relatively quickly with minimal technical risk and at reasonable capital costs.  I am very excited about this opportunity."

Ralph Fitch, President, CEO and Chairman of High Desert Gold Corporation went on to say:

 "I, too, am very excited about this opportunity and agree that this is an excellent development for both companies.  It provides HDGC shareholders with the financial resources to have a continuing interest in this important, developing exploration property as well as exposure to the other major assets of SASC. Gold Springs' exploration and development will be the immediate focus of the merged company and will be achievable through the availability of funding and the existing exploration team. This year's drilling at Gold Springs has been very successful in expanding the footprint of mineralization in the Grey Eagle target to beyond the limits of the reported resource. Now with the additional funding we will be able to continue this expansion and move towards developing a PEA and an updated, expanded resource in the near term."

The Arrangement also gives SASC's shareholders, immediately prior to the acquisition of HDGC, a potentially significant new benefit in the form of a Class B Share for each existing share of SASC. The holders of these new shares will collectively receive 85% of the net cash  proceeds (after costs, including applicable taxes, and the third party funder's portion of any award or settlement) that is received from any arbitration award or settlement in favour of South American Silver Ltd. arising from the Bolivian government's expropriation of the Malku Khota project in 2012.  A Preliminary Economic Assessment published in 2011 (see SASC NR11-03, dated 31 March, 2011) reported pre-tax NPV at a 5% discount rate of $704 million at "base case" silver price of $18.00/oz silver, increasing to a NPV5% of $1.536 billion at the "middle price case" of $25.00/oz silver.

Management of the combined company will be led by Ralph Fitch, as President and CEO, with a management team comprised of Matias Herrero (Chief Financial Officer), Randy Moore (EVP of Exploration - North America) and Felipe Malbran (EVP of Exploration - South America).

Details of the Arrangement

The proposed transactions will be carried out by way of a plan of arrangement under the Business Corporation Act (British Columbia).  (the "BCBCA").  Prior to implementing the Arrangement, each of SASC and HDGC will become subject to the BCBCA via a continuance under corporate law, exporting from the Canada Business Corporations Act which currently governs each of SASC and HDGC.

Under the Arrangement, immediately prior to the exchange of the outstanding securities of HDGC for securities of SASC, each SASC shareholder will exchange each of its SASC common shares for one SASC Class A Share and one SASC Class B Share.  The Class A Shares will carry voting, dividend and liquidation rights similar to SASC's current common shares, while the Class B Shares will be non-voting and non-participating in regards to dividend and liquidation rights.

Post Arrangement, each pre-Arrangement outstanding SASC option and warrant will be exercisable to acquire one SASC Class A Share and one SASC Class B Share instead of a common share at the same exercise price. 

HDGC shareholders (other than SASC) will be issued a total of 19.46 million Class A Shares in exchange for their HDGC common shares, representing approximately 14.4% of the Class A Shares outstanding after the Arrangement. All outstanding HDGC's options and warrants will be replaced or assumed by SASC and exercisable to acquire SASC Class A Shares with the number of SASC Class A Shares and exercise price proportionately adjusted to reflect the consideration to be received by the HDGC shareholders pursuant to the Arrangement. 

Implementation of the Arrangement is subject to a number of conditions, including approval by at least 66 2/3% of the votes cast, together with minority approval, by shareholders of HDGC and approval by at least 66 2/3% of the votes cast by shareholders of SASC, in each case at separate special meetings of such shareholders that are expected to be held in December 2013, approval of the Supreme Court of British Columbia, approval of the Toronto Stock Exchange and the TSX Venture Exchange, completion of definitive closing documentation and such other conditions as are customary for a transaction of this nature.  There can be no assurance that such conditions will be met and if they are not met or waived the Arrangement will not be implemented.

The Agreement also provides for, among other things, customary board support and non-solicitation covenants from HDGC (subject to "fiduciary out" provisions that entitle HDGC to consider and accept a superior proposal and a right in favour of SASC to match any superior proposal). The Agreement also provides for the payment of a termination fee to SASC of $250,000 should HDGC accept an unsolicited superior proposal and terminate the Agreement.

The Board of Directors of SASC has received an opinion from GMP Securities L.P., its financial advisor, that as of the date of the Agreement, subject to the assumptions, limitations and qualifications described therein, the Arrangement is fair, from a financial point of view, to SASC's shareholders. The Board of Directors of SASC is recommending that SASC shareholders vote in favour of the Arrangement.

Advisors

GMP Securities L.P. is acting as financial advisor to SASC and its board of directors. Gowling Lafleur Henderson LLP is acting as legal advisor to SASC.

About South American Silver Corp.

South American Silver Corp. is a growth focused mineral exploration company creating value through the exploration and development of the large scale Escalones copper-gold project in Chile, the pursuit of new opportunities and the realization of value from the Malku Khota project in Bolivia. The Company's approach to business combines the team's track record of discovery and advancement of large projects, key operational and process expertise, and a focus on community relations and sustainable development. Management has extensive experience in the global exploration and mining industry. Additional information related to South American Silver Corp. is available at www.soamsilver.com and on SEDAR at www.sedar.com.

South American Silver Corp. Contact

Phillip Brodie-Hall                          Richard Doran

President & CEO                               Investor Relations
Phone: 604.681.6926                       303.584.0608

Toll Free: 1.855.681.6926              www.soamsilver.com

Forward-looking Statements

Certain statements contained herein constitute "forward-looking statements". Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "will", "proposed", "potentially", "could", "continuing", "developing", "expansion", "near term", and similar expressions. Information concerning mineral resource estimates may also be considered forward-looking statements as such information constitutes a prediction of what mineralization might be found to be present if and when a mining project is actually developed. These forward- looking statements are based on current expectations and entail various risks and uncertainties.

Actual  results  may  materially  differ  from  expectations,  if  known  and  unknown  risks  or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not  limited to, failure to obtain the requisite approvals for the continuance of HDGC and SASC under the BCBCA; failure to obtain the requisite shareholder, court and stock exchange approvals for the Arrangement or other conditions of the Arrangement not being met or waived; the receipt by HDGC of a competing or superior proposal for an alternative transaction; the business of HDGC not being integrated successfully into SASC; possible variations in mineral resources, grade, metal prices; availability of further financing to fund planned or further required work in a timely manner and on acceptable terms; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; uncertainties associated with the arbitration proceeding against Bolivia, including the quantum of damages to be obtained and the realization or collection of the value of any award or settlement; regulatory, environmental and other risks of the mining industry more fully described in HDGC's Management Discussion & Analysis of Financial Position and Results of Operations and SASC's Annual Information Form, which are available on SEDAR at  www.sedar.com.  The assumptions made in developing the forward-looking statements include: receipt of approval  by the shareholders of each of HDGC and SASC to continue under the BCBCA; receipt of all other necessary approvals (including shareholder, court and stock exchange approvals) for the Arrangement and satisfaction or waiver of all conditions required by the Arrangement; the accuracy of current resource estimates and the interpretation of drill, metallurgical testing and other exploration results; Nevada and Utah continuing to be pro-mining states; the availability of equipment and qualified personnel to advance the Gold Springs and Escalones projects; execution of existing plans and further exploration and development programs for Gold Springs and Escalones, which may change due to changes in the views of management or if new information arises which makes it prudent to change such plans or programs.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release. Except as required by law, SASC assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason. Unless otherwise indicated, forward-looking statements in this news release describe SASC's expectations as of October 21, 2013.

 


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High Desert Gold Corp.

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CODE : HDG.V
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High Desert Gold is a gold exploration company based in Canada.

High Desert Gold holds various exploration projects in Mexico.

Its main exploration properties are ARTILLERY PEAK GOLD and GOLD LAKE PROPERTY in USA and GOLD SPRINGS, CANASTA DORADA, SAN ANTONIO PROPERTY and BATAMOTE in Mexico.

High Desert Gold is listed in Canada. Its market capitalisation is CA$ 6.3 millions as of today (US$ 5.9 millions, € 4.3 millions).

Its stock quote reached its highest recent level on March 11, 2011 at CA$ 0.73, and its lowest recent point on October 18, 2013 at CA$ 0.04.

High Desert Gold has 78 285 000 shares outstanding.

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Annual reports of High Desert Gold Corp.
2010 Annual Report MD&A
2010 Annual report
2009 Annual Report
2008 Annual Report
Option Grants of High Desert Gold Corp.
7/25/2013Engages New Investor Relations Consultant
3/30/2012Renews agreement with IR Consultants and grants new incentiv...
4/29/2011Grants Incentive Stock Options
Nominations of High Desert Gold Corp.
2/21/2013Announces Appointment of New Director
Financials of High Desert Gold Corp.
4/26/2013Files Fiscal 2012 Annual Financial Statements
8/31/2012Q2 2012 MD&A
8/31/2012Q2 2012 Financial Statement
8/31/2012Second Quarter 2012 Financial Statements
11/23/20112011 Q3 financial report
6/28/2011Files First Quarter 2011 Financial Statements
4/28/2011Files Fiscal 2010 Annual Financial Statements
3/31/2011Q1 2011 Financial Report
Project news of High Desert Gold Corp.
8/20/2013(Gold Springs)Reports Continued Drilling Success from the 100% Owned Gold ...
4/16/2013(Gold Springs)Announces: Drilling to Start at Gold Springs and 2013 Explor...
3/28/2013(Gold Springs)Reports an Updated Resource Estimate for Gold Springs
1/28/2013(Gold Springs)Reports Bottle Roll, Metallurgical Tests on Drill Cuttings f...
10/24/2012(Gold Springs)Reports Results from the Grey Eagle Target at Gold Springs, ...
10/4/2012(Gold Springs)Initiates Second Phase of Drilling at the Gold Springs Proje...
10/4/2012(Gold Springs)Initiates Second Phase of Drilling at the Gold Springs Proje...
8/31/2012(Gold Springs)Intersects 21.4 Metres Grading 5.6 g/t Gold and 32.4 g/t Sil...
5/2/2012(Gold Springs)Drilling in progress at Gold Spings
4/5/2012(Gold Springs)Drilling to start mid-april at Gold Springs
3/19/2012(Gold Springs)Announces the approval from the Nevada BLM for drill plans a...
2/7/2012(Gold Springs)Technical Report confirming Resource Estimate for the Jumbo ...
1/18/2012(Gold Springs)Doscovery of a second major gold target at Gold Springs
12/22/2011(Gold Springs)Resource estimate for the Jumbo Zone at Gold Springs
11/25/2011(Gold Springs)Update on activities at the Gold Spring Project
8/4/2011(San Antonio Property)Discovers new areas of gold/silver on its San Antonio Projec...
7/12/2011(Gold Springs)Pilot Gold announces completion of Gold Springs earn-in opti...
7/12/2011(Gold Springs)Completes Earn-In for 60%-Interest in the Gold Springs Proje...
5/15/2011(San Antonio Property)Reports Drilling Results at San Antonio Gold Project, Sonora...
4/26/2011(Artillery Peak Gold)Announces Positive Gold Results from Trenching Program at Ar...
4/26/2011(Gold Springs)Announces Positive Gold Results from Trenching Program at Ar...
4/13/2011(Gold Springs)Announces 2011 Exploration Program, Including Plans for the ...
8/20/2010(Gold Springs)Announces Strong Drill Results from its Gold Springs Project
Corporate news of High Desert Gold Corp.
12/10/2013SOUTH AMERICAN SILVER CORP. SHAREHOLDERS APPROVE PLAN OF ARR...
10/22/2013South American Silver Corp. Enters into an Agreement to Acqu...
10/21/2013Enters into Agreement to be Acquired by Well-Financed South ...
9/10/2013(Gold Springs)Drills Its Best Hole in 2013 on the 100% Owned Gold Springs ...
8/2/2013(Gold Springs)Enters Into Agreement to Buy Pilot Gold's Interest in Gold S...
7/10/2013(Gold Springs)Reports Drilling Results from the Gold Springs Project at Gr...
6/6/2013(Gold Springs)Reports First 2013 Drilling Results from the Gold Springs Pr...
4/8/2013Adopts Advance Notice By-Law
11/7/2012(Gold Springs)Reports Final Results from Trenching at the Grey Eagle Targe...
10/15/2012(Gold Springs)Reports Drilling and Trenching Progress at the Grey Eagle Ta...
8/31/2012(Gold Springs)Discovery of New Gold Zones and Increased Ownership on the G...
4/30/2012Files fiscal 2011 Annual Financial Statements
3/30/2012Renews agreement with IR Consultants and grants new incentiv...
2/22/2012Closes previously announced $4,7 million financing
2/15/2012Increases the size of its current financing to $4,7 millions
10/6/2011Closing of Qualifying Transaction by Highvista
2/24/2011Joins the OTCQX in the U.S.
4/21/2010Management’s Discussion and Analysis of Financial Position a...
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