VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 20, 2013) -
NOT FOR DISTRIBUTON TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
South American Silver Corp. ("SASC") (SAC.TO)(SOHAF) and High Desert Gold Corporation ("HDG") (TSX VENTURE:HDG)(HDGCF)(7HD.F) are pleased to announce the completion of their previously announced statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
Under the Arrangement, SASC shareholders received one new SASC Common Share and one SASC Class B Share for each SASC common share previously held. The new SASC Common Shares carry voting, dividend and liquidation rights similar to SASC's former common shares. The Class B Shares carry redemption and retraction rights and rights on liquidation which entitle the holders collectively to 85% of the net cash, if any, (after deducting all costs, taxes and expenses and the third party funder's portion thereof)received by SASC from an award or settlement in relation to SASC's wholly-owned subsidiary South American Silver Limited's arbitration proceeding against the Plurinational State of Bolivia for the expropriation of the Malku Khota project. The Class B Shares are non-voting and non-participating in regards to dividends and on liquidation other than as described above.
Also under the Arrangement, HDG shareholders (other than SASC) received 0.275 of a new SASC Common Share for each HDG common share previously held.
In order to receive certificates for the new SASC Common Shares and SASC Class B Non-Voting Shares, as applicable, registered shareholders of SASC and HDG must deliver a properly completed letter of transmittal and certificates representing their shares to CST Trust Company ("CST") at the address specified in the letters of transmittal. The letters of transmittal were mailed to the registered shareholders on November 14, 2013 and are also available under applicable company's profile on SEDAR at www.sedar.com or by contacting CST directly. The letters of transmittal are for use by registered shareholders only and not to be used by non-registered beneficial shareholders of SASC or HDG. A beneficial shareholder does not hold its shares in its own name but such shares are held by an intermediary. If you are a beneficial shareholder you should contact your intermediary (typically a broker) for instructions and assistance.
Pursuant to the Arrangement, all outstanding HDG options and warrants are now exercisable to acquire SASC Common Shares, with the number of SASC Common Shares and exercise price adjusted, as appropriate, to reflect the consideration to be received by the HDG Shareholders pursuant to the Arrangement. Also, all outstanding SASC options and warrants have been adjusted and are now each exercisable to acquire one new SASC Common Share and one SASC Class B Non-Voting Share instead of a common share at the same exercise price.
The Toronto Stock Exchange has conditionally approved the Arrangement including the listing of the Class B Shares to be issued thereunder, with the new common shares and Class B Shares of South American Silver Corp. to commence trading on the TSX at the open of markets on Tuesday, December 24, 2013. Until the close of markets on Monday, December 23, 2013 the common shares of SASC and HDG will continue to trade on the TSX and TSX Venture Exchange, respectively. Following the delisting of HDG from the TSX Venture Exchange, SASC intends to cause HDG to apply to the relevant securities commissions for HDG to cease to be a reporting issuer under Canadian securities laws.
For further details about the Arrangement, please see the management information circulars of SASC and HDG each dated November 7, 2013 and the press releases of SASC and HDG dated October 21, 2013, December 9, 2013 and December 19, 2013, each of which is available on SEDAR at www.sedar.com.
Early Warning Reporting
As a result of the Arrangement, SASC acquired ownership over 70,763,900 HDG common shares, representing 81.5% of the total issued and outstanding HDG common shares and now owns 86,840,900 HDG common shares, representing 100% of the total issued and outstanding HDG common shares.
SASC issued 19,460,072 new SASC Common Shares to the former shareholders of HDG in exchange for 70,763,900 HDG common shares. SASC acquired the HDG common shares to combine HDG's business with SASC's business. An arrangement under a statutory procedure is a prospectus exempt distribution under National Instrument 45-106.
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. SASC'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. SASC's address is Suite 880 - 580 Hornby Street, Vancouver, British Columbia, V6C 3B6.
About High Desert Gold Corporation
High Desert Gold Corporation is a mineral exploration company that acquires and explores mineral properties, primarily gold, copper and silver, in North America. The major properties held by HDG are the 100% owned Gold Springs gold project situated along the border between Utah and Nevada and the San Antonio project in Sonora, Mexico. HDG also has a 26.8% equity interest in Highvista Gold Inc that owns the Canasta Dorada property in Sonora, Mexico. There has been insufficient exploration to define a property-wide mineral resource at Gold Springs and it is uncertain if further exploration will result in the targets at Gold Springs being delineated as a mineral resource. Additional information related to High Desert Gold Corporation is available at www.hdggold.com and on SEDAR at www.sedar.com
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this new release.
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", "expected", "creating", "development", "pursuit", "realization" 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, 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 HDG'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: 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, neither SASC nor HDG assumes any 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 the expectations of SASC and HDG as of December 20, 2013.
This is not an offer of securities for sale in the United States, and such securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from SASC and will contain detailed information about the company and management, as well as financial statements. SASC does not intend to register any part of the present or proposed offering of securities in the United States.