October 1, 2014
October 1, 2014, Vancouver, BC -
Starcore International Mines Ltd. (“Starcore”) (TSX: SAM) and American
Consolidated Minerals Corp. (“AJC”) (TSXV: AJC) are pleased to announce
the signing of a definitive arrangement agreement (the “Agreement”)
whereby Starcore would 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). The Toronto Stock Exchange and the TSX Venture
Exchange have not reviewed nor does either one accept responsibility for
the adequacy or accuracy of this press release.
Under the terms of the planned acquisition, each AJC shareholder would
receive one Starcore common share for every three AJC common shares
AJC is a Vancouver-based mineral exploration company with three exploration projects located in the United States and Mexico.
Full details of the planned acquisition will be included in an AJC
management information circular expected to be mailed to its
shareholders in October 2014 in advance of a special meeting of
shareholders to be held on or before November 20, 2014. The circular
will be available for download at www.sedar.com.
Prior to entering into the Agreement, all AJC options were cancelled and
as of the date of the Agreement there are no AJC options outstanding.
As of the effective date of the Transaction, all outstanding AJC
warrants will remain outstanding and will continue to be governed by the
terms and provisions of the warrant certificates; however, the holder
will be entitled to receive Starcore common shares upon their exercise.
Following completion of the transaction, AJC shareholders will hold
approximately 3.92% of the outstanding common shares of Starcore.
Completion of the Transaction is subject to the approval of AJC
shareholders by way of special resolution, being at least two-thirds of
the votes cast by the holders of AJC common shares.
The Transaction will also be subject to the satisfaction of customary
closing conditions and deliveries including the approval of the Supreme
Court of British Columbia, the TSX and the TSX Venture Exchange and that
there is no material adverse change to either AJC or Starcore prior to
completion of the Transaction. A copy of the Agreement will be filed on
SEDAR at www.sedar.com.
Deal Protection Measures
The Agreement includes deal-protection provisions in favour of Starcore,
including a non-solicitation covenant from AJC (except for certain
unsolicited approaches) and a break fee of C$200,000 if, following an
unsolicited superior proposal, AJC wishes to terminate the Agreement and
pursue that proposal. However, if an unsolicited, superior proposal is
to be pursued by AJC, Starcore has a customary five-day right to match
such a proposal.
Voting lock-up agreements
Officers and directors of AJC have entered into voting-support and
lock-up agreements, totalling approximately 21.7% of the AJC common
shares, by which they have agreed to certain lock-up provisions in
respect of their shares and to vote their AJC shares in favour of the
The Boards of Directors of both companies have determined that the
proposed Transaction is in the best interests of their respective
companies based on a number of factors, and the independent directors of
both companies have approved the proposed transaction. Officers and
Directors of Starcore hold in aggregate 2,038,391 AJC common shares and
have agreed to vote in favour of the Transaction.
Starcore is engaged in exploring, extracting and processing gold and
silver through its wholly-owned subsidiary, Compañia Minera Peña de
Bernal, S.A. de C.V., which owns the San Martin mine in Queretaro,
Mexico. Starcore is a public reporting issuer on the Toronto Stock
Exchange. Starcore is also engaged in owning, acquiring, exploiting,
exploring and evaluating mineral properties, and either joint venturing
or developing these properties further. All of Starcore’s mineral
properties are located in Mexico. For more information concerning
Starcore, see documents filed under its profile on SEDAR, or visit its
website at www.starcore.com.
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.
For details on AJC and its properties, visit AJC’s website at www.americanconsolidatedminerals.com.
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 TSX, the TSXV and the
Supreme Court of British Columbia, completion of the acquisition of AJC
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. In light of the many risks and uncertainties you should
understand that we cannot assure you that the forward-looking statements
contained in this press release will be realized.
FOR FURTHER INFORMATION PLEASE CONTACT:
Gary Arca, Interim President & CEO
American Consolidated Minerals Corp.
Telephone: (604) 602-4935
Starcore International Mines Ltd.
Telephone: (416) 640-1936
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