ENP Newswire -
Release date- 03072014 -
The placement is for 145,000,000 shares (29.7% of the current issued and outstanding shares) at a subscription price of
Queensberry will increase their ownership from 102,718,500 shares representing 21.06% of the issued and outstanding shares currently to 247,718,500 shares representing 39.15% post-closing, replacing
This includes acquisition of land and the discharge of obligations under the Project Framework Agreement as detailed below. It is anticipated that closing will occur 5 days after the date of this press release in accordance with TSX rules.
As part of the transaction,
In return for this adjustment St Augustine will agree to accelerate payments to be made under the PFA, including an advance of approximately
The number of shares to be issued by St Augustine to Nadecor shareholders under the amended PFA will be decreased from 324,568,751 shares to 185,000,000 shares, which represents 29.2% of the issued and outstanding shares subsequent to the private placement noted above, and 22.6% subsequent to closing of the PFA. The deemed price of shares to be issued associated with the agreement will also be amended from
The execution of the agreement emplacing these changes is anticipated to occur within this month and the final approval of these amendments is subject to final approval from the TSX. As a result of the foregoing amendments to the PFA, the number of shares to be issued to Queensberry as a shareholder of Nadecor under the PFA will be reduced from approximately 14,487,409 to 8,257,637 representing 1.3% of the outstanding shares after completion of the private placement. After the issuance of the shares pursuant to the PFA, Queensberry will hold 255,976,137 shares representing 31.3% of the outstanding shares post-closing.
The Company is relying upon written consents from shareholders holding more than 50% of the issued and outstanding shares of the Company other than Queensberry, as contemplated in subsection 604(d) of the TSX company manual.
TSX requires shareholder approval as the transactions referred to above will materially affect control of the Company and more than 25% of the Company's issued and outstanding shares are being issued. Disinterested shareholder approval is required as more than 10% of the issued and outstanding shares are being issued to an insider. As a result of this written majority shareholder approval, shareholders will not be required to vote on this matter.
The Company also announces that
Anacordita McGee, of
Coincident with these board changes,
Given the short notice of these new appointments, the AGM held on
About St. Augustine
St. Augustine (SAU.T) is a TSX-listed mining company focused on the development of the
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement includes certain 'forward-looking statements' within the meaning of Canadian securities legislation. All statements, other than statements of historical fact included herein are forward-looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such 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 the Company's expectations include uncertainties related to closing of the financing, fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainties relating to the completion of a bankable feasibility study; uncertainty of estimates of capital and operating costs, recovery rates production estimates and estimated economic return; the need for cooperation of the Company's joint venture partner and government agencies in the development of the Company's mineral projects; the need to obtain additional financing to develop the Company's mineral projects; the possibility of delay in development programs or in construction projects and uncertainty of meeting anticipated program milestones for the Company's mineral projects and other risks and uncertainties disclosed under the heading 'Risk Factors' in the Annual Information Form dated
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