08:17:47 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Blackhawk Resource Corp (2)
Symbol BLR
Shares Issued 22,179,706
Close 2013-04-01 C$ 0.14
Market Cap C$ 3,105,159
Recent Sedar Documents

Blackhawk signs share exchange deal with Global Royalty

2013-07-23 09:38 ET - News Release

Mr. Dave Antony reports

BLACKHAWK ANNOUNCES DEFINITIVE AGREEMENT WITH GLOBAL ROYALTY CORP.

Further to its press release of April 24, 2013, Blackhawk Resource Corp. entered into a definitive share exchange agreement with Global Royalty Corp. (GRC), a private British Columbia resource royalty corporation. The transaction remains subject to customary closing conditions including, but not limited to, Blackhawk shareholder approval and approval of the TSX Venture Exchange. As of the date of this release, not less than 67 per cent of the GRC shareholders have entered into binding agreements to exchange their shares for Blackhawk shares. Similarly, Certain Blackhawk officers, directors and principal shareholders comprising 6 per cent of the Blackhawk shares outstanding have entered into support agreements in favour of the transaction.

In connection with the execution of the agreement, Blackhawk will be advancing as a loan to GRC $1.65-million to repay an existing GRC credit facility. The Blackhawk loan will bear interest at the prime rate plus 3 per cent and is secured by general security agreements from GRC and its subsidiaries. The loan is subject to TSX-V approval.

Blackhawk is listed on the TSX-V, and is currently engaged in the oil and gas business. Upon completion of the transaction, the corporation will continue the business of GRC, as described as follows.

Global Royalty Corp.

GRC's business focus is on the acquisition of commodity-based royalties. Commodity-based royalties generate revenues based upon receiving a fixed percentage of total production output. This business model of investing in revenue-based income streams significantly reduces risks associated with mine operating and capital costs, while offering exposure to exploration upside at no additional cost. GRC's royalty assets currently consist of two precious metals net smelter return (NSR) royalties, both of which are in production, as follows.

Magistral/El Gallo net smelter return royalty

GRC owns a sliding-scale net smelter return royalty on gold or gold equivalent recovered from certain concessions on the El Gallo project, which is owned by McEwen Mining Inc. and located in Mexico. The royalty is calculated at a rate of 1 per cent of net smelter returns on the initial 30,000 ounces of gold equivalent production, at a rate of 3.5 per cent of net smelter returns on the next 350,000 ounces of gold-equivalent production, and thereafter, at a rate of 1 per cent of net smelter returns on gold equivalent production recovered from the area, in perpetuity. Additional details concerning the Magistral/El Gallo project can be found on the McEwen Mining website and on SEDAR.

Zaruma Portovelo net smelter returns royalty

GRC owns a 1.5-per-cent NSR royalty covering the Zaruma gold project in Ecuador owned by Dynasty Metals & Mining Inc. Additional details concerning the Zaruma gold project can be found on the Dynasty Metals & Mining Inc. website and on SEDAR.

The transaction

The transaction will involve a consolidation of the shares of Blackhawk at a ratio based upon the net working capital of Blackhawk at the time of the merger. The ratio will be outlined in the management information circular that will be prepared and distributed to all existing shareholders. In exchange for all of the issued shares of GRC, Blackhawk will issue, after the consolidation, up to 30.5 million shares, subject adjustment based on GRC issued for cash or in consideration with GRC Royalty agreements completed prior to the closing date.

Sponsorship

Sponsorship of the transaction may be required by the TSX-V unless exempt in accordance with TSX-V policies. The corporation is currently reviewing the requirements for sponsorship and may apply for exemption from sponsorship requirements. There is no assurance Blackhawk will ultimately obtain exemption from sponsorship.

Trading halt

Trading in the corporation's common shares on the TSX-V is halted and will remain halted until the documentation required by the TSX-V has been reviewed and accepted by the TSX-V.

Fairness opinion

In connection with the transaction, Blackhawk currently intends to obtain a fairness opinion with respect to the consideration to be paid for the GRC shares and dilutive securities.

Cautionary

Completion of the transaction is subject to a number of conditions, including TSX-V acceptance and, if applicable, majority of the minority shareholder approval. 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 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. Trading in the securities of Blackhawk should be considered highly speculative.

The TSX-V has in no way passed upon the merits of transaction and has neither approved or disapproved the contents of this press release.

A further press release will be issued in due course to provide, among other things, selected financial information regarding GRC, the potential financing and any further conditions surrounding the closing of the transaction.

We seek Safe Harbor.

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