TORONTO, ONTARIO — (MARKET WIRE) —
Oremex Executive Chairman
— Oremex is primarily viewed for having unique and valuable silver assets in historic, well-known mining regions ofMexico . This transaction commits the company to an increase of its “pure silver” focus with respect to its operations. The value under-pinning the shares ofOremex Resources , the ownership of the 50 million ozTejamen project and several prospective silver exploration projects, remains unchanged. — The proposed spin out and public listing of Oremex Gold will help crystallize the value of the gold projects in a more transparent manner than remaining in a combined entity with the silver assets. — Funding for the exploration and development of the gold assets will be non-dilutive to the structure and value ofOremex Resources and/or the silver assets. — Oremex Gold intends to raise a minimum of$3 million in conjunction with the spin-out. —Oremex Resources will retain significant indirect ownership in the gold assets to be held by Oremex Gold and will undertake corporate, securities, and tax advice to evaluate the possibility of distributing the shares of Oremex Gold to the shareholders ofOremex Resources . There can be no assurances that any such distribution of the Oremex Gold shares will be completed, and, if completed, there may be significant tax implications to the Oremex shareholders as a result.
Mr. Carlesso continued: “At the completion of this transaction, we intend to seek shareholder approval to rename
Oremex CEO
To view Figure 1, Property Locations Map, please visit the following link: http://media3.marketwire.com/docs/Figure1PropertyLocations.pdf.
Oremex and a wholly owned subsidiary of Oremex, 7678576
Upon completion of the Proposed Transaction (the “Closing”), Oremex will receive 14,000,000 common shares in the capital of Black Birch (the “Black Birch Shares”) at a deemed price per Black Birch share of
About Oremex Gold:
Oremex Gold is a wholly owned subsidiary of Oremex. Oremex Gold holds certain assets comprising the gold properties of
Terms of the Proposed Transaction:
As stated above, the LOI provides that Black Birch will acquire all of the outstanding securities of Oremex Gold in exchange for the issuance to Oremex of an aggregate of 14,000,000 Black Birch Shares (the “Share Consideration”) at a deemed price per Black Birch Share of
Immediately after closing, Oremex Gold will be a direct wholly-owned subsidiary of the Resulting Issuer; and the Oremex Gold shareholders will collectively exercise control over the Resulting Issuer
It is expected that on closing, the Resulting Issuer will be a Tier 2 Mining Issuer pursuant to the policies of the Exchange, subject to the Resulting Issuer meeting the listing requirements of the Exchange.
There are currently 3,342,502 Black Birch Shares issued (of which, 1,000,002 are subject to escrow pursuant to the policies of the Exchange). Immediately after closing of the Proposed Transaction and after payment of the Share Consideration (but before giving effect to the Black Birch Shares exchanged for the securities issued pursuant to the Equity Financing discussed below ), there will be 17,342,502 issued common shares of the Resulting Issuer (the “Resulting Issuer Shares”). Oremex Gold shareholders will own approximately 81% of the Resulting Issuer Shares on a non-diluted basis, and the current holders of Black Birch Shares (the “Black Birch Shareholders”) will collectively own approximately 19% of the Resulting Issuer Shares on a non-diluted basis (assuming the Equity Financing is not completed and Black Birch waives the condition that it be completed prior to closing of the Proposed Transaction).
After giving effect to the Equity Financing, Oremex will own between 38% and 48% of the Resulting Issuer Shares and Black Birch Shareholders will own between 9% and 11% of the Resulting Issuer Shares on a non-diluted basis depending if the minimum or maximum amount is raised.
Immediately after closing of the Proposed Transaction, it is expected that Oremex will be the only person that will beneficially own or control, directly or indirectly, Resulting Issuer Shares carrying more than 10% of the voting rights attached to all Resulting Issuer Shares.
Equity Financing:
As a condition to closing of the Proposed Transaction, Oremex Gold is required to complete an equity financing for not less than
Proposed Directors and Executive Management Team:
It is currently expected that following completion of the Proposed Transaction, the Resulting Issuer’s board of directors will be comprised of five (5) members consisting of
It is also expected that the executive officers of the Resulting Issuer will be:
Conditions to Completion of the Proposed Transaction:
Closing of the Proposed Transaction is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to satisfactory completion of a definitive agreement as well as the Equity Financing, acceptance by the Exchange of the Proposed Transaction and other applicable shareholder and regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Black Birch and Oremex Gold intend to issue further announcements as the definitive agreement is signed, due diligence is completed and other milestones are achieved. The Black Birch Shares will remain halted until the completion of the Proposed Transaction or until otherwise determined by the Exchange and its Regulation Service Provider.
Cautionary Note Regarding Forward-looking Statements
Certain statements contained in this news release may constitute forward-looking information, (collectively “forward-looking information”) within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Oremex’ public filings, Forward-looking inforamtion and anticipated events or results and can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “projects”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other public filings of Oremex, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Oremex filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Oremex does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events.
Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
Contacts:Source:Oremex Resources Inc. John Carlesso Executive Chairman 416.309.4320 [email protected]