June 12, 2015
June 12, Vancouver, BC — Further to the joint news release of April 28, 2015, Starcore International Mines Ltd. (“Starcore”) (TSX: SAM) and Cortez Gold Corp. (“Cortez”) (TSXV: CUT) are pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) whereby Starcore would acquire all of the outstanding securities of Cortez 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 Cortez shareholder
would receive three Starcore common shares for every one Cortez common
Cortez is a Vancouver-based junior resource company that owns a gold and
silver processing plant in Matehuala, a historic mining district in
Mexico that is home to numerous mining operations, all connected by good
Full details of the planned acquisition are set out in Cortez’s
management information circular which was mailed out to its shareholders
in advance of a special meeting of shareholders to be held on July 9,
2015. The information circular is also available for review on SEDAR at
As of the effective date of the Transaction, all outstanding options to
purchase Cortez shares will be cancelled and each option holder will
receive cash consideration equal to the amount by which $0.42 exceeds
the exercise price of such options. All outstanding Cortez warrants
will remain outstanding and will continue to be governed by the terms
and provisions of the warrant certificates; however, the warrant holder
will be entitled to receive Starcore common shares upon their exercise.
Following completion of the Transaction, Cortez shareholders will hold
approximately 15.87% of the outstanding common shares of Starcore.
Completion of the Transaction is subject to the approval of the Cortez
securityholders by way of special resolution, being at least two-thirds
of the votes cast by the holders of Cortez common shares and Cortez
The Transaction will also be subject to the satisfaction of customary
closing conditions and deliveries including (i) the approval of the
Supreme Court of British Columbia, (ii) the consent of the Toronto Stock
Exchange (“TSX”) and the TSX Venture Exchange (“TSXV”), and (iii) that
there is no material adverse change to either Cortez or Starcore prior
to completion of the Transaction. A copy of the Arrangement Agreement
is available for review on SEDAR at www.sedar.com.
Voting lock-up agreements
Certain directors, officers and insiders of Cortez have entered into
voting-support and lock-up agreements, totalling approximately 40.83% of
the Cortez common shares, by which they have agreed to certain lock-up
provisions in respect of their shares and to vote their Cortez shares in
favour of the proposed Transaction.
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.
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 TSX. Starcore is
also engaged in owning, acquiring, exploiting, exploring and evaluating
mineral properties, and either joint venturing or developing these
properties further. Starcore has interests in properties located in
Mexico, Canada and the United States. For more information concerning
Starcore, see documents filed under its profile on SEDAR, or visit its
website at www.starcore.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Gary Arca, Director & CFO
Cortez Gold Corp.
Telephone: (604) 602-4935
Starcore International Mines Ltd.
Telephone: (416) 640-1936
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.
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
Cortez 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.
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