January 23, 2014: KERR MINES INC. ENTERS INTO LETTER AGREEMENT WITH AMERICAN BONANZA GOLD CORP.
KERR MINES INC. ENTERS INTO LETTER AGREEMENT WITH AMERICAN BONANZA GOLD CORP. January 23, 2014
Toronto, Jan. 23, 2014 /CNW/ – Ontario – Kerr Mines Inc. (” Kerr Mines “) ( TSX:KER ) is pleased to announce that it has entered into a letter agreement (the ” Letter Agreement “) with American Bonanza Gold Corp. (“ American Bonanza “) ( TSX:BZA) pursuant to which Kerr Mines and American Bonanza will merge their respective businesses pursuant to an amalgamation or plan of arrangement (the ” Transaction “) .
Under the terms of the Letter Agreement, each American Bonanza shareholder will be entitled to receive approximately 0.53 of a common share ( each whole share, a “ Kerr Mines Share ” ) of Kerr Mines for every one (1) common share of American Bonanza (an ” American Bonanza Share “) held by such American Bonanza shareholder (the ” Exchange Ratio “) , subject to adjustment . Currently, Kerr Mines has approximately 392 million Kerr Mines Shares outstanding and American Bonanza has approximately 234 million American Bonanza Shares outstanding.
In addition, American Bonanza may issue up to an additional 337 million American Bonanza S hares prior to closing of the Transaction to settle certain outstanding unsecured indebtedness. Immediately following the Transaction, the Board of Kerr Mines will be reconstituted to consist of five nominees of Kerr Mines, and two nominees of American Bonanza. In addition, each holder of the outstanding stock options and common share purchase warrants of American Bonanza (the ” American Bonanza Options “) will receive such number of replacement options or warrants of Kerr Mines equal to the product of the number of American Bonanza Shares based upon the Exchange Ratio.
Upon execution and subject to the terms of the Letter of Intent, Kerr Mines has advanced $1,000,0 00 (the ” Loan “) to American Bonanza at an annual interest rate equal to the prime rate established by the Royal Bank of Canada plus 1%, to satisfy certain amounts and payables amounts owing by American Bonanza. The Loan and a break fee of $500,000 are pay able by American Bonanza in the event of termination of the Transaction in certain circumstances.
Completion of the Transaction will be subject to certain standard conditions including, without limitation: (a) execution of a definitive agreement by February 15, 2014; (b) satisfactory due diligence; (c) receipt of all necessary consents, waivers, permits, exemptions, orders and approvals, including court approval of the plan of arrangement and the approval of the Toronto Stock Exchange (the “ TSX “) ; (d) receipt of a fairness opinion concerning the Transaction by American Bonanza; and (e) if required, receipt of shareholder approval of the Transaction by the American Bonanza and Kerr Mines shareholders, as applicable.
About Kerr Mines Inc.
Kerr Mines, a Canadian – based exploration and development company, is the owner of the McGarry gold mine in Ontario’s Kirkland Lake area. Including the McGarry Mine property, Kerr Mines has established a sizeable footprint of contiguous gold properties in Virginiatown on the prolific Larder Lake – Cadillac Break that extends 200 km east – west straddling the Ontario and Quebec border and that have produced 95 million ounces of gold in past operations. The McGarry Mine consists of 33 contiguous patented mining claims, including three licenses of occupation, totaling 484 hectares. The McGarry Mine is fully permitted and all equipment and systems at the site have been brought up to standards.
In addition, in December 2010, Kerr Mines signed a definitive five – year option agreement for the purchase of up to 100 percent of the mineral rights on the Kerr – Addison property, which is adjacent to the McGarry Mine. The Kerr – Addison Gold Mine was one of Canada’s largest gold producers, producing more than 11 million ounces of gold during a 58 – year operating life from 1938 to 1996. In December 2012 , Kerr Mines completed the purchase of the mineral rights on 18 mining claims totaling 627 acres (the Barber – Larder Property) located on the western boundary of the McGarry Mine.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained here.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
Completion of the Transaction is subject to a number of conditions including but not limited to TSX acceptance, and if applicable, receipt of approval by American Bonanza and Kerr Mines shareholders to the Transaction . Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
For further information contact:
Greg Gibson
President and CEO
Kerr Mines Inc.
Email: ggibson@kerrmines.com
Cautionary Statements Regarding Forward Looking Information
This press release contains “forward – looking information” within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward – looking information. Generally, such forward – looking information can be identified by the use of forward – looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “fore casts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward – looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Kerr Mines or American Bonanza to be materially different from those expressed or implied by such forward – looking information, including but not limited to: (i) the possibility that the Transaction would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) the possibility of write – downs and impairments; (v) the risk associated with exploration, development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with uninsurable risks arising during the course of exploration, development and production; (x) competition faced by the resulting issuer in securing experienced personnel and financing; (xi ) access to adequate infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does n ot anticipate declaring dividends in the near term; (xx) the risk of litigation; and (xxi) risk management.
Forward – looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, completion of the Transaction, continued exploration activities, no material adverse change in metal prices, exploration and development plan s proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory a pprovals, and such other assumptions and factors as set out herein. Although Kerr Mines and American Bonanza have attempted to identify important fact ors that could cause actual results to differ materially from those contained in the forward – looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward – looking information will prove to be accurate, as actual results and future events could differ materially from t hose anticipated in such forward – looking information. Such forward – looking information has been provided for the purpose of assisting investors in understanding Kerr Mines and American Bonanza’s business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward – looking information. Forward – looking information is made as of the date of this press release, and Kerr Mines and American Bonanza do not undertake to update such forward-looking information except in accordance with applicable securities laws.
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