Samco Gold to Close Participation and Option Agreement; Provides Update on Argentinean Proceedings Involving Yamana
11 Febbraio 2014 - 3:25PM
Marketwired
Samco Gold to Close Participation and Option Agreement; Provides
Update on Argentinean Proceedings Involving Yamana
TORONTO, ONTARIO--(Marketwired - Feb 11, 2014) - Samco Gold
Limited (TSX-VENTURE:SGA) ("Samco Gold" or the "Company") announces
that it has received all required approvals contemplated under the
previously announced participation and option agreement (the
"Agreement"), being shareholder and TSX Venture Exchange approvals
and order of Ontario Securities Commission (the "OSC").
As previously disclosed, Samco Gold applied to the OSC for an
order exempting it from the requirements of Part 5.3(2) of
Multilateral Instrument 61-101 ("MI 61-101"), and, in lieu of such
requirements, allowing it to obtain the necessary disinterested
minority approval for the Agreement by written consent of its
shareholders. The order was issued by the OSC on January 31, 2014.
The Company is pleased to report that it has obtained written
consents for the Agreement from shareholders holding approximately
68.4% of the common shares of the Company held by parties eligible
to vote for approval of the Agreement under Part 8 of MI
61-101.
As all necessary approvals have been obtained, and with the
board's endorsement, Samco Gold will proceed with closing the
transaction on or about February 14, 2014 by payment to the Grantor
of the US$1.4 million option payment under the Agreement in order
to acquire, among other rights, the right to participate, on a
sliding scale basis, in any benefits arising from future
enforcement of an Argentinean court of appeals judgment (the
"Judgment") against Northern Orion Resources Inc. (now named
0805346 BC LTD. and owned by Yamana Gold Inc; referred to herein as
"Northern Orion/Yamana"). Details are found in the Company's press
release dated January 10, 2014. The Judgment (in Spanish with a
certified English translation) forms part of the Agreement which
was publicly filed by the Company on January 10, 2014 and is
accessible under the Company's profile at www.sedar.com.
The Company has been advised that on February 3, 2014 Northern
Orion/Yamana requested leave to appeal the Judgment to the Supreme
Court of Justice in Argentina (the "Leave to Appeal"). The
jurisdiction of the Supreme Court of Justice in Argentina is
primarily limited to hearing cases regarding: (i) constitutional
rights, (ii) federal issues, and (iii) international treaties,
however the Supreme Court has also accepted "arbitrariness of
judgment" as another principle upon which it may hear appeals. An
initial extraordinary motion filed by Northern Orion/Yamana with
the Argentinean Court of Appeals requesting leave to appeal the
Judgement to the Supreme Court was rejected on December 11,
2013.
Notwithstanding the foregoing Leave to Appeal filed by Northern
Orion/Yamana, the separate proceedings to quantify the damages
against Northern Orion/Yamana by a court appointed expert are not
suspended. Regarding the methodology to be followed by the expert
in quantifying the damages, the Judgment provides certain guidance,
including the following (excerpt from certified translation of the
Judgment, with name of the defendant added in square brackets):
|
"To sum up, the expert, in order to estimate the amount of
damages, shall take the total dividends that the defendant
[Northern Orion/Yamana] has actually collected on its 12.5%
interest in "Minera la Alumbrera" as well as the value of future
dividends, which shall be determined by making a projection of the
average of the three last accounting periods with respect to the
time pending exploitation. The expert shall complete his report
applying a risk rate and a discount rate; he shall assess the
administrative expenses that must have been incurred in collecting
the dividends; he shall consider that the plaintiff's interest in
the business was 50% and that the damages for loss of chance were
set at 15% (fifteen percent)." |
The Company will continue to monitor the proceedings in
Argentina and update the market as matters develop.
About Samco Gold Limited
Samco Gold's principal business is the acquisition, exploration
and development of precious metals resource properties in
Argentina. The Company's principal mineral property is the El
Dorado Monserrat ("EDM") epithermal gold project, located in
the Deseado Massif region of Santa Cruz Province, Argentina. With
an experienced board and management team including a strong
Argentinean compliment, the Company's goal is to become an
Argentinean producer of gold and silver through the exploration and
development of EDM. Samco Gold also owns a portfolio of other
mineral exploration properties in the Deseado Massif.
Additional details on the Company are available on SEDAR
(www.sedar.com).
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.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements which can
be identified by the use of words "will", "expects", "believe",
"potential", "anticipated", "goal", and phrases or statements that
certain actions, events or results "may", "would", or "will" be
taken, occur or be achieved.
Forward-looking statements involve known and unknown risks,
assumptions, future events, conditions, uncertainties and other
factors which may cause the actual results, performance or
achievements to be materially different from any future results,
prediction, projection, forecast, performance or achievements
expressed or implied by the forward-looking statements. Such
factors include, among others, any reversal or modification of the
Judgment; the monetary value of the damages under the Judgment as
determined by an expert arbitrator; the ability and timing to
effect enforcement the Judgment; changes in EDM project parameters
as plans continue to be refined; future prices of gold; possible
variations in grade or recovery rates; failure of equipment or
processes to operate as anticipated; labour disputes and other
risks of the mining industry; delays in obtaining governmental
approvals or financing or in the completion of exploration, as well
as those factors disclosed in Samco Gold's disclosure documents
publicly available under the Company's profile on the SEDAR website
at www.sedar.com. In developing the forward looking statements
herein the Company has assumed the regular functioning of the
judicial system in Argentina. Although Samco Gold has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company does not intend, and does
not assume any obligations, to update forward-looking statements,
whether as a result of new information, future events or otherwise,
unless otherwise required by applicable securities laws.
Samco Gold LimitedCharles KoppelExecutive Chairman and Chief
Executive Officer+44 (0) 20 7647 2532ck@samcogold.comBell
PottingerDaniel Thole / Marcin ZydowiczFinancial Communications+44
(0) 20 7861 1606
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