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Message: Merger approved
MARKHAM, ONTARIO--(Marketwired - July 25, 2013) - Silvore Fox Minerals Corp. (the "Corporation" or "Silvore Fox") (TSX VENTURE:SFX) is pleased to announce that the proposed merger transaction (the "Transaction") with Golden Share Mining Corporation ("Golden Share"; jointly the "Parties") as previously announced on May 30th 2013 has been approved by SFX shareholders at the annual and special meeting held July 25, 2013.
Golden Share has also received shareholders' approval for the Transaction during their special shareholder meeting held this same day. Having now obtained the required shareholders' approval for the merger the Parties intend to finalize the Transaction pursuant to which Silvore Fox and Golden Share will merge into a new company ("Amalco") on the basis of one share of Amalco for every five shares held of each of Golden Share and Silvore Fox. Amalco will retain the name Golden Share Mining Corporation and will also retain the trading symbol GSH on the Venture Exchange.
Amalco will initially have four members on its Board of Directors. Two members will be appointed by Silvore Fox; Chairperson Ge (Anna) Mao (currently Vice President of Sinotech and General Manager of Beijing Donia) and Wenshan (Wilson) Zhang (currently Chief Geologist of Beijing Donia), along with two members appointed by Golden Share; Philippe Giaro (the current President of Golden Share) and Christian Guilbaud (currently a board member of Golden Share).
Mr. Philippe Giaro will head the new management team as President and Chief Executive Officer, while Hua (Helen) Gao will become the Chief Financial Officer and Laurence Huss will assume the role of Vice-President Exploration.
Dr. Jingbin Wang, Chairman of the Board of both Beijing Donia and its parent company, Sinotech Mineral Exploration Co., Ltd.,("Sinotech") will join Mr. Anthony Frizelle and Dr. K. Sethu Raman on Amalco's Advisory Board.
Silvore Fox would like to thank Mr. Harry Cabrita, Mr. Andrew Smith and Mr. Nianqing Zeng for their support and active contributions to the Corporation over their years of service. The Corporation wishes them continued success in their future endeavors.
In connection with the Transaction, Amalco will pay a finder's fee consisting of $1,696 and 447,293 common shares, to be issued in three separate and equal tranches on the closing date, its six-month anniversary and its one-year anniversary.
Beijing Donia Resources Co. Ltd. ("Donia") holds 35.2%of outstanding SFX shares and will now become Amalco's largest shareholder with approximately 21.9% of its issued and outstanding shares. Donia and Sinotech fully supported this merger, recognizing the value of Golden Share's portfolio of gold properties located in Quebec and Ontario and sees the merged entity as an ideal platform to build upon its exploration and development of precious metals in North America with its politically stable environment and history of precious metal endowment.
Amalco will also issue a total of 151,000 common shares to Philippe Giaro, Laurence Huss and Christian Guilbaud to compensate them for voluntarily accepting temporary reductions in their compensation (20% in Mr. Giaro's case and 40% in the other cases). Mr. Giaro and Mr. Guilbaud will receive 56,000 shares and Ms. Huss will receive 39,000, all at a deemed issue price of $0.25. This issuance received disinterested shareholder approval at Silvore Fox's meeting held on July 25, 2013. The hold period applicable to these shares will expire on December 1, 2013.
The Transaction remains subject to final acceptance by the TSX Venture Exchange.
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.
This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the intentions of the Corporation. Readers are cautioned not to place undue reliance on the forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information. Such forward-looking information is based on current expectations that involve a number of known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by the forward-looking information. Factors that could cause actual results to differ materially from any forward-looking information include, but are not limited to, the closing of the Transaction and obtaining final acceptance by the TSX Venture Exchange, the risk that anticipated management and board members may not be available to participate in the new Golden Share Mining Corporation, the risk that funding for the company's operations cannot be obtained, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, delays in the development of projects, uncertainties relating to the interpretation of the geology, and unanticipated operational or technical difficulties and other factors. Such forward-looking information is based on a number of assumptions, including but not limited to, the availability of skilled labour, availability of equipment, and future capital and operating costs. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information and accordingly, readers are cautioned not to place undue reliance on this forward-looking information. The Corporation does not assume the obligation to revise or update this forward-looking information after the date of this announcement or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.
United States Shareholders
The Transaction described in this news release relates to common shares of a Canadian company. U.S. shareholders should be aware that the Transaction is subject to the disclosure requirements of Canada, which are different from those of the United States. The financial statements included or incorporated by reference in documents relating to the Transaction have been prepared in accordance with
International Financial Reporting Standards
accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Silvore Fox Minerals Corp. is incorporated under the laws of Alberta and Golden Share Mining Corporation is incorporated under the federal laws of Canada, most of their respective officers and directors are residents of Canada and other foreign countries, and some or all of their respective assets and the assets of their respective officers and directors are located outside the United States. U.S. shareholders may not be able to sue a Canadian company or its officers and directors in a Canadian or other foreign court for violations of U.S. securities laws, and it may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.
FOR FURTHER INFORMATION PLEASE CONTACT:
Silvore Fox Minerals Corp.
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