Disposition of Sutter Common Shares
RMBIA currently beneficially owns 58,216,820 Common Shares, representing approximately 47.3% of the 123,158,655 presently issued and outstanding Sutter Common Shares (on a non-fully diluted basis). Pursuant to the Implementation Agreement, the consideration payable by Tyhee to RMBIA for such Sutter Common Shares is
In addition, pursuant to the Implementation Agreement, Tyhee will also acquire from RMBAH the 108,454,603 Sutter Common Shares to be issued as a result of RMBAH's conversion of
Following completion of the above transactions, RMB will no longer beneficially own or control any Sutter Common Shares. Sutter is listed on the TSX-V under the symbol "SGM".
Acquisition of Tyhee Common Shares
Pursuant to the Implementation Agreement, RMBAH will acquire beneficial ownership of 90,000,000 new Tyhee Common Shares. Following the issuance of the 90,000,000 Tyhee Common Shares to RMBAH, the Tyhee Common Shares owned by RMBAH will represent approximately 21.3% of the presently issued and outstanding of Tyhee Common Shares (on a non-fully diluted basis).
As a result, as of the date hereof, RMBAH is the deemed beneficial owner of the 90,000,000 Tyhee Common Shares to be acquired under the Implementation Agreement, even though the Tyhee Common Shares are currently unissued, under applicable securities laws. Prior to the date hereof, RMB did not beneficially own or control any Tyhee Common Shares. The securities will be acquired on a private placement basis pursuant to the Implementation Agreement in reliance on prospectus exemptions as set out in National Instrument 45-106 - Prospectus and Registration Exemptions.
RMBAH will be acquiring the Tyhee Common Shares for investment purposes, and may acquire further Tyhee Common shares, or dispose of its holdings of Tyhee Common Shares, both as economic or market conditions or matters relating to Tyhee warrant. Tyhee is listed on the TSX-V under the symbol "TDC".
Closing of the transactions contemplated in the Implementation Agreement is expected to occur on or about
For further information regarding the proposed transactions contemplated by the Implementation Agreement, please go to Sutter Gold Mining Inc. and Tyhee Gold Corp.'s profiles on SEDAR at www.sedar.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
RMB Australia Holdings LimitedLevel 13, 60 Castlereagh Street Sydney NSW2000 AustraliaAttention: Finance Director Telephone: 612 9256 6200 Facsimile: 612 9256 6290 RMBInvestments and Advisory (Pty) Limited 4 Merchant Place Cnr Fredman Driveand Rivonia Road Sandton 2196 South AfricaAttention: Company Secretary Telephone: 2711 282 8000 Facsimile: 2711 384 3325 Source: RMB Australia Holdings Limited