S.A. Silver shareholders OK High Desert acquisition
South American Silver Corp (C:SAC)
Monday December 09 2013 - News Release
Mr. Ralph Fitch reports
SOUTH AMERICAN SILVER CORP. SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT
South American Silver Corp. shareholders today approved the previously announced continuance of SASC under the Business Corporations Act (British Columbia) and the plan of arrangement, pursuant to which SASC will exchange each of its SASC common shares for one SASC Class A share and one SASC Class B non-voting share, and acquire all of the issued and outstanding shares of High Desert Gold Corp. (HDGC) that it does not already own in an all-share transaction. The resolution approving the continuance was approved by over 99 per cent of the votes cast by SASC shareholders present in person or by proxy at the meeting. The resolution approving the arrangement was approved by over 99 per cent of the votes cast by SASC shareholders present in person or by proxy at the meeting.
At a separate meeting also held today, the shareholders of HDGC also approved the arrangement and the continuance of HDGC under the BCBCA.
Under the Arrangement, each SASC shareholder will exchange each of its SASC common shares for one SASC Class A Share and one SASC Class B Non-Voting Share. The Class A Shares (to be redesignated as "common shares") will carry voting, dividend and liquidation rights similar to SASC's current common shares, while the Class B Non-Voting Shares will be non-voting and non-participating in regards to dividend and liquidation rights but will 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. The remaining 15% of the net cash proceeds received from any award or settlement will be retained by the combined company.
Also under the Arrangement, SASC will acquire each issued and outstanding shares of HDGC that it does not already own in exchange for 0.275 of a SASC Class A Share (to be re-designated as part of the Arrangement as "common shares"). 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 85.7% and 14.3%, respectively, of the Class A Shares of the post-Arrangement entity.
The Toronto Stock Exchange has conditionally approved the Arrangement including the listing of the Class B Shares to be issued thereunder.
For further details about the Arrangement, please see SASC's management information circular dated November 7, 2013 and the SASC press release dated October 21, 2013, each of which is available on SEDAR atwww.sedar.com.
While both SASC and HDGC shareholders have approved the Plan of Arrangement, the transaction remains subject to the approval of the Supreme Court of British Columbia. The application to the Supreme Court of British Columbia to obtain the final court order approving the Arrangement is expected to be heard on or about December 19, 2013. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about December 20, 2013.
We seek Safe Harbor.
� 2013 Canjex Publishing Ltd.
High Desert holders approve takeover by South American
High Desert Gold Corp (C:HDG)
Shares Issued 86,840,900
Last Close 12/6/2013 $0.12
Monday December 09 2013 - News Release
Mr. Ralph Fitch reports
HIGH DESERT GOLD CORPORATION SHAREHOLDERS APPROVE ACQUISITION BY WELL-FINANCED SOUTH AMERICAN SILVER CORP.
High Desert Gold Corp. shareholders today approved the previously announced continuance of HDGC under the Business Corporations Act (British Columbia) and the plan of arrangement, pursuant to which South American Silver Corp.. will acquire all of the issued and outstanding shares of HDGC that it does not already own in an all-share transaction. The resolutions approving the continuance and the arrangement were each approved by over 99% of the votes cast by HDGC shareholders present in person or by proxy at the meeting. The resolution approving the Arrangement was also approved by over 99% of the votes cast by HDGC shareholders present in person or by proxy at the meeting, excluding HDGC shareholders who were "interested parties", which included shares held by SASC and its directors and officers, as required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
At a separate meeting also held today, the shareholders of SASC also approved the Arrangement and the continuance of SASC under the BCBCA.
Under the Arrangement, each HDGC share will be exchanged for 0.275 of a SASC Class A Share (to be re-designated as part of the Arrangement as "common shares"), resulting in SASC issuing approximately 19.46 million Class A Shares to the HDGC shareholders, representing approximately 14.3% of SASC's post-Arrangement issued and outstanding Class A Shares. Also as part of the Arrangement, immediately prior to the acquisition of HDGC, each SASC shareholder will exchange each of its SASC common shares for one SASC Class A Share and one SASC Class B Non-Voting Share. The Class A Shares (to be re-designated as "common shares") will carry voting, dividend and liquidation rights similar to SASC's current common shares, while the Class B Non-Voting Shares will be non-voting and non-participating in regards to dividend and liquidation rights but will 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. The remaining 15% of the net cash proceeds received from any award or settlement will be retained by the combined company.
The Toronto Stock Exchange has conditionally approved the Arrangement including the listing of Class B Non-Voting Shares to be issued thereunder.
For further details about the Arrangement, please see HDGC's management information circular dated November 7, 2013 and the HDGC press release dated October 21, 2013, each of which is available on SEDAR atwww.sedar.com.
While both SASC and HDGC shareholders have approved the Arrangement, the transaction remains subject to the approval of the Supreme Court of British Columbia. The application to the Supreme Court of British Columbia to obtain the final court order approving the Arrangement is expected to be heard on or about December 19, 2013. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about December 20, 2013.
We seek Safe Harbor.
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