Location

Vancouver, British Columbia….American Consolidated Minerals Corporation (the "Company" or "AJC") is pleased to announce the signing of a letter of intent with Starcore International Mines Ltd. ("Starcore") (TSX: SAM) (the "LOI") that would see Starcore acquire all of the outstanding securities of AJC in an all-share transaction (the "Transaction") to be completed pursuant to a court approved Plan of Arrangement under the Business Corporations Act (British Columbia). Under the terms of the planned acquisition, each AJC shareholder would receive one Starcore common share for every three AJC common shares held.

Starcore is a Vancouver-based mineral exploration company with a producing gold-silver mine, the San Martin Mine, located in Queretaro, Mexico.

Highlights of the Acquisition

  • AJC's portfolio of exploration properties presents Starcore with attractive low-risk/high reward exploration opportunities in North America.
  • AJC's shareholders will be able to participate in all of Starcore's properties and business. Starcore is larger and well capitalized with cash holdings of approximately $9.5 million, a portion of which will be available to fund advancement of the AJC properties.
  • The AJC properties will provide Starcore with the potential to increase its resource base in North America utilizing the current cash flow of the San Martin Mine. There is the potential for any of the AJC properties to have a significant discovery which would greatly increase Starcore's resources and have a significant effect on the valuation of Starcore with a relatively small capital cost.

AJC Property Portfolio

Toiyabe Property: Nevada, USA

AJC is currently focused on the Toiyabe property. With an indicated mineral resource of over 173,000 ounces of gold (Summary Report and Mineral Resource Estimate on the Toiyabe Gold Property, Lander County, Nevada, May 27, 2009 by Paul D. Noland, P. Geo., page 24), the Toiyabe Property has demonstrated similar structural characteristics to the Cortez, Cortez Hills and Pipeline deposits, all located within 10 miles of the Toiyabe Property. A drill program encompassing RC and select Core will be developed to target/expand the deeper gold mineralization identified in previous exploration campaigns. There are no property payments required on this property until 2018.

Sierra Rosario: Sinaloa, Mexico

Located within the historically productive Sierra Madre Occident geological province in the northern Mexican state of Sinaloa, the Sierra Rosario property consists of two large mineral exploration concessions totalling 978.57 hectares. AJC has entered into a joint venture agreement with International Northair Mines to explore the property and currently owns an unencumbered 50% interest in the property.

Lone Ranch: Washington State, USA

Previous production and exploration work within and just adjacent to this property demonstrate the opportunity for development through exploration of the Lone Ranch property. A HEM survey was flown in 2007 which defined extensive areas of possible mineralized targets. The property is readily accessible and located within 20 miles of the Kettle River Processing facility operated by Kinross. There are no property payments required on this property until 2018.

Acquisition Terms

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 shareholders (the "Exchange Ratio"), subject to adjustment, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). 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. AJC expects to execute a definitive agreement in respect of the Transaction within 30 days.

Approvals Required

The Transaction will be subject to the approval of the Supreme Court of British Columbia, the TSX and the TSX Venture Exchange. Completion of the Transaction is further subject to the approval of two-thirds of the votes cast by the holders of AJC Shares and AJC Options voting together as a class and who are present and voting at a special meeting of AJC securityholders to be called to consider the Transaction.

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 C$200,000 if, following an unsolicited superior proposal, AJC wishes to pursue that proposal.

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.

Board approvals

The Board of Directors of each company has approved the terms of the Transaction. Of the six current directors of AJC, three are also directors of Starcore (being each of Gary Arca, David Gunning and Ken Sumanik). AJC has established a special committee comprising of the independent directors (being each of Herb Duerr, Allan Fabbro, and Richard Kern) to manage the Transaction on behalf of AJC.

Other Announcement

The Company also announces the resignation of Bryson Goodwin as President of AJC. The Board members thank Mr. Goodwin for his services and wish him the best in his future endeavours. Gary Arca will assume the role of Interim President, in addition to his current positions of CFO, Interim CEO and Secretary.

For details on the Company and its properties, visit the Company's website atwww.americanconsolidatedminerals.com.

ON BEHALF OF THE BOARD:

Signed "Al Fabbro" 
Al Fabbro, Director 

For further information, please contact: Gary Arca 
Telephone: 1-604-602-4935 / Toll Free: 1-866-602-4935
Email: [email protected] 
Facsimile: 1-604-602-4936 / Website: www.americanconsolidatedminerals.com.
 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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