09:47:41 EDT Tue 07 May 2024
Enter Symbol
or Name
USA
CA



Starcore International Mines Ltd
Symbol SAM
Shares Issued 143,515,465
Close 2014-08-19 C$ 0.155
Market Cap C$ 22,244,897
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Starcore Int'l to acquire American Consolidated

2014-08-20 07:04 ET - News Release

Mr. Robert Eadie reports

STARCORE ANNOUNCES PAYMENT OF DIVIDEND TO SHAREHOLDERS, NORMAL COURSE ISSUER BID, AND PROPOSED ACQUISITION OF AMERICAN CONSOLIDATED MINERALS

Starcore International Mines Ltd.'s board of directors has declared its first annual dividend in the company's history. A dividend of two cents per share on the common shares of the capital of the company, payable on Sept. 30, 2014, to shareholders of record on Aug. 29, 2014, has been declared for 2014.

Normal course issuer bid

The company further announces that it has allocated up to $1-million for a normal course issuer bid to purchase common shares of the company. Purchases will be made on the Toronto Stock Exchange at the market price at the time of acquisition. The commencement of the bid is subject to the approval of the TSX.

Acquisition of American Consolidated Minerals Corp.

Starcore is also pleased to announce the signing of a letter of intent with American Consolidated Minerals that would see the company acquire all of the outstanding securities of AJC in an all-share 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 AJC shareholder would receive one Starcore common share for every three AJC common shares held.

AJC is a mineral exploration company based in Vancouver with three exploration projects located in the United States and Mexico.

Highlights of the acquisition:

  • AJC's portfolio of exploration properties presents Starcore with attractive low-risk/high-reward exploration opportunities in North America.
  • AJC's shareholders will be able to participate in a larger, well-capitalized Starcore, which has cash holdings of approximately $9.5-million, a portion of which will be available to finance advancement of the AJC properties.
  • The AJC properties will provide SAM with the potential to increase its resource base in North America utilizing the current cash flow of the San Martin mine. There is the potential for any of the AJC properties to have a significant discovery, which would greatly increase SAM's resources and have a significant effect on the valuation of SAM with a relatively small capital cost.

AJC property portfolio

Toiyabe property: Nevada, United States

AJC is currently focused on the Toiyabe property. With an indicated mineral resource of over 173,000 ounces of gold (summary report and mineral resource estimate on the Toiyabe gold property, Lander county, Nevada, May 27, 2009, by Paul Noland, PGeo, page 24), the Toiyabe property has demonstrated similar structural characteristics to the Cortez, Cortez Hills and Pipeline deposits, all located within 10 miles of the Toiyabe property. A drill program encompassing RC and select core will be developed to target/expand the deeper gold mineralization identified in previous exploration campaigns. There are no property payments required on this property until 2018.

Sierra Rosario: Sinaloa, Mexico

Located within the historically productive Sierra Madre occident geological province in the northern Mexican state of Sinaloa, the Sierra Rosario property consists of two large mineral exploration concessions totalling 978.57 hectares. AJC has entered into a joint venture agreement with International Northair Mines to explore the property and currently owns an unencumbered 50-per-cent interest in the property.

Lone Ranch: Washington state, United States

Previous production and exploration work within and just adjacent to this property demonstrate the opportunity for development through exploration of the Lone Ranch property. A HEM survey was flown in 2007, which defined extensive areas of possible mineralized targets. The property is readily accessible and located within 20 miles of the Kettle River processing facility operated by Kinross. There are no property payments required on this property until 2018.

Acquisition terms

The LOI provides that AJC shareholders will be entitled to receive one common share of Starcore for three common shares of AJC held by such AJC shareholder, subject to adjustment, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). In addition, each holder of the outstanding stock options and common share purchase warrants of AJC will receive such number of replacement options or warrants of Starcore based upon the exchange ratio, and the exercise price of the replacement Starcore options will be adjusted based upon the exchange ratio.

Currently, there are 17,569,191 AJC shares, 660,000 AJC options and 1,671,416 common share purchase warrants outstanding. In connection with the transaction, Starcore will issue approximately 5,856,397 Starcore shares, 220,000 Starcore options and 557,139 common share purchase warrants. Following completion of the transaction, former AJC shareholders would hold approximately 4 per cent of the outstanding Starcore shares.

The transaction is subject to the execution of a definitive arrangement agreement. The definitive agreement will include covenants, representations and warranties customary for transactions such as the transaction, as well as deal protection measures and provisions for exclusive dealing similar to those contained in the LOI. Starcore expects to execute a definitive agreement in respect of the transaction within 30 days.

Approvals required

The transaction will be subject to the approval of the Supreme Court of British Columbia, the Toronto Stock Exchange and the TSX Venture Exchange. Completion of the transaction is further subject to the approval by two-thirds of the votes cast by the holders of AJC shares and AJC options voting together as a class and who are present and voting at a special meeting of AJC shareholders to be called to consider the transaction.

Deal protection measures

The letter of intent includes deal protection provisions in favour of Starcore, including a non-solicitation covenant from AJC (except for certain unsolicited approaches) and a break fee upon signing the definitive agreement of $200,000 if, following an unsolicited superior proposal, AJC wishes to pursue that proposal.

Voting lock-up agreements

Pursuant to the letter of intent, AJC has agreed to seek voting agreements from directors, officers and shareholders holding in aggregate a minimum of 25 per cent of the outstanding shares of AJC as a condition to the execution of the definitive arrangement agreement.

Board approvals

The board of directors of each company has approved the terms of the transaction.

Officers and directors of Starcore hold in aggregate 2,246,791 AJC shares and 555,000 AJC options and have agreed to participate in the transaction.

We seek Safe Harbor.

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