ENP Newswire -
Release date- 21082014 -
A dividend of
Normal Course Issuer Bid
The Company further announces that it has allocated up to
Starcore is also pleased to announce the signing of a letter of intent with
AJC is a
Highlights of the Acquisition
AJC's portfolio of exploration properties presents Starcore with attractive low-risk/high reward exploration opportunities in
AJC's shareholders will be able to participate in a larger, well capitalized Starcore, which has cash holdings of approximately
The AJC properties will provide SAM with the potential to increase its resource base in
Located within the historically productive Sierra Madre Occident geological province in the northern Mexican state of
Previous production and exploration work within and just adjacent to this property demonstrate the opportunity for development through exploration of the
The LOI provides that AJC shareholders will be entitled to receive one common share of Starcore (a 'Starcore Share') for three (3) common shares of AJC (the 'AJC Shares') held by such AJC shareholder (the 'Exchange Ratio'), subject to adjustment, pursuant to a plan of arrangement under the Business Corporations Act (
In addition, each holder of the outstanding stock options and common share purchase warrants of AJC (the 'AJC Options') will receive such number of replacement options or warrants of Starcore (the 'Starcore Options') based upon the Exchange Ratio, and the exercise price of the replacement Starcore Options will be adjusted based upon the Exchange Ratio.
Currently, there are 17,569,191 AJC Shares, 660,000 AJC Options and 1,671,416 common share purchase warrants outstanding. In connection with the Transaction, Starcore will issue approximately 5,856,397 Starcore Shares, 220,000 Starcore Options and 557,139 common share purchase warrants. Following completion of the Transaction, former AJC shareholders would hold approximately 4% of the outstanding Starcore Shares.
The Transaction is subject to the execution of a definitive Arrangement Agreement. The definitive agreement will include covenants, representations and warranties customary for transactions such as the Transaction, as well as deal protection measures and provisions for exclusive dealing similar to those contained in the LOI. Starcore expects to execute a definitive agreement in respect of the Transaction within 30 days.
The Transaction will be subject to the approval of the
Deal Protection Measures
The Letter of Intent includes deal-protection provisions in favour of Starcore, including a non-solicitation covenant from AJC (except for certain unsolicited approaches) and a break fee upon signing the definitive agreement of
Voting lock-up agreements
Pursuant to the Letter of Intent, AJC has agreed to seek voting agreements from directors, officers and shareholders holding in aggregate a minimum of 25% of the outstanding shares of AJC as a condition to the execution of the definitive Arrangement Agreement.
The Board of Directors of each company has approved the terms of the Transaction.
Officers and Directors of Starcore hold in aggregate 2,246,791 AJC Shares and 555,000 AJC Options, and have agreed to participate in the Transaction.
Starcore is engaged in exploring, extracting and processing gold and silver through its wholly-owned subsidiary,
The Company is also engaged in owning, acquiring, exploiting, exploring and evaluating mineral properties, and either joint venturing or developing these properties further. The Company has interests in properties which are exclusively located in
About American Consolidated
American Consolidated is dedicated to the principles of environmentally sound mining practices and believes that environmental stewardship and mining can co-exist.
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, receipt of approval from the TSX for the normal course issuer bid, completion of the acquisition of AJC, expectations with respect to the AJC properties, payment of the dividend to shareholders of Starcore and other expectations, intentions and plans contained in this press release that are not historical fact.
When used in this press release, the words 'plan,' 'expect,' 'believe,' and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in market conditions.
Factors that could cause future events to differ from those anticipated in forward looking statements include: inability to negotiate a definitive agreement for the AJC transaction; delays in obtaining, or inability to obtain, required approvals, including the approval of the
Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize.
As a result of these risks and uncertainties, any proposed transaction could be modified, restricted or not completed, and the results or events predicted in these forward looking statements may differ materially from actual results or events. Accordingly, readers should not place undue reliance on forward-looking information.
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OCTOBER 30, 2014
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