Company Website:
http://www.dgse.com
DALLAS -- (Business Wire)
DGSE Companies, Inc. (“DGSE” or the “Company”) (NYSE MKT: DGSE) entered
into a stock purchase agreement (the “Purchase Agreement”) on June 20,
2016 with Elemetal, LLC (“Elemetal”), and NTR Metals, LLC (“NTR”),
pursuant to which (i) DGSE agreed to sell and issue to NTR shares of
Common Stock at a stock price of $0.41 per share in exchange for the
cancellation and forgiveness of all amounts outstanding under that
certain Loan Agreement between DGSE and NTR dated July 19, 2012 and an
associated $7,500,000 Revolving Credit Note of the same date executed by
DGSE in favor of NTR (which indebtedness and accrued interest as of
June 17, 2016 was $2,416,428.35), and (ii) DGSE agreed to sell and issue
to Elemetal 8,536,585 shares of Common Stock at a stock price of $0.41
per share and a warrant to purchase an additional 1,000,000 shares of
Common Stock at an exercise price of $0.65 per share (the “Warrant”) in
exchange for the cancellation and forgiveness of $3,500,000 of trade
payables owed to Elemetal as a result of bullion-related transactions
(together, the “Transactions”).
The $0.41 per share purchase price is a 17% premium over the 90-day
trailing average closing price preceding the announcement by Elemetal
and NTR of a proposed transaction on February 8, 2016. Additionally, the
$0.41 per share represents an increase of 9% from the original offer
from Elemetal and NTR of $0.375 per share in November 2015, and a 73%
increase in the exercise price of the Warrant.
In connection with the closing of the Purchase Agreement, DGSE will
enter into a registration rights agreement with NTR and Elemetal
providing for, among other things, demand and piggyback registration
rights with respect to the shares to be issued and registration
procedures. The closing of the Transactions is expected to take place
following satisfaction of various closing conditions, including
obtaining the approval of DGSE’s stockholders.
Matthew Peakes, Chairman and Chief Executive Officer, stated, “We are
pleased to have signed and are excited about the potential of the deal
with Elemetal and NTR. While waiting on shareholder approval, we will
continue to strengthen the relationship with Elemetal and believe their
position as a global leader in the precious metals industry will help us
on our path to consistent profitability.”
Important Information
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security. The shares of the
Company’s Common Stock, the Warrant and the shares of the Company’s
Common Stock issuable upon exercise of the Warrant are being so issued
and purchased pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws.
In connection with its efforts to obtain stockholder approval of the
Transactions and certain related matters, the Company will file with the
Securities and Exchange Commission (the “SEC”) and mail to its
stockholders of record a Definitive Proxy Statement on Schedule 14A,
which will contain information about the Company, the Transactions and
the related matters to be voted upon by the Company’s stockholders at
the Company’s 2016 annual meeting of stockholders. STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A CAREFULLY
WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
In addition to receiving the Definitive Proxy Statement on Schedule 14A
from the Company by mail, the Definitive Proxy Statement on Schedule
14A, as well as other filings containing information about the Company,
may also be obtained, without charge, from the SEC’s website at www.sec.gov.
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies. Information concerning the
interests of the Company’s directors and executive officers in the
Transactions will be set forth in the Definitive Proxy Statement on
Schedule 14A. Other information concerning the Company and its directors
and executive officers is contained in the Company’s other filings with
the SEC, including the Company’s Annual Report on Form 10-K for the year
ended December 31, 2015, which was filed with the SEC on March 30, 2016
and amended on April 27, 2016 and the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2016 that was filed with the
SEC on May 16, 2016.
About DGSE Companies
DGSE Companies, Inc. wholesales and retails jewelry,
diamonds,
fine
watches, and precious metal bullion
and rare
coin products through its Charleston Gold & Diamond Exchange,
Chicago Gold & Diamond (formerly Bullion Express), and Dallas Gold &
Silver Exchange operations. DGSE also owns Fairchild International,
Inc., one of the largest vintage watch wholesalers in the country. In
addition to its retail facilities in Illinois, South Carolina, and
Texas, the Company operates internet websites which can be accessed at www.dgse.com,
and www.cgdeinc.com.
Real-time price quotations and real-time order execution in precious
metals are provided on another DGSE website at www.USBullionExchange.com.
Wholesale customers can access the full vintage watch inventory through
the restricted site at www.FairchildWatches.com.
The Company is headquartered in Dallas, Texas and its common stock
trades on the NYSE MKT exchange under the symbol “DGSE.”
This press release includes statements which may constitute
"forward-looking" statements, usually containing the words "believe,"
"estimate," "project," "expect" or similar expressions. These statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual
results to differ materially from the forward-looking statements.
Factors that would cause or contribute to such differences include, but
are not limited to, whether or not the Company’s stockholders approve
the Transactions, continued acceptance of the Company's products and
services in the marketplace, competitive factors, dependence upon
third-party vendors, and other risks detailed in the Company's periodic
report filings with the Securities and Exchange Commission. By making
these forward-looking statements, the Company undertakes no obligation
to update these statements for revisions or changes after the date of
this release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160621005462/en/
Contacts:
DGSE Companies, Inc.
Matthew Peakes, 972-587-4021
Chairman,
President and CEO
investorrelations@dgse.com
Source: DGSE Companies, Inc.
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