MAG Silver Corp. (“
MAG”) announces that, pursuant
to a transaction (the “
Transaction”) among Reyna
Silver Corp. (formerly named Century Metals Inc.) (the
“
Issuer”), Reyna Silver Mining Inc. (formerly
named Reyna Silver Corp.) (the “
Target”) and a
wholly owned subsidiary of the Issuer (“
Subco”),
MAG has acquired, in exchange for its existing preferred shares of
the Target and for no additional consideration, 14,556,706 common
shares of the Issuer (“
Company Shares”) together
with certain contractual rights of participation in future
issuances of Company Shares (the “
Participation
Rights”). The preferred shares of the Target were
previously issued to MAG in connection with the sale by MAG of
certain non-core assets.
On June 4, 2020, pursuant to the terms of the
transaction agreements, (i) the Target and Subco amalgamated, (ii)
all of the holders of securities of the Target received
corresponding securities in the Issuer, (iii) the Target became a
wholly-owned subsidiary of the Issuer; and (iv) the Issuer’s name
was changed from Century Metals Inc. to Reyna Silver Corp. The
shares of the Issuer trade on the TSX Venture Exchange under the
ticker “RSLV”.
Pursuant to the transaction agreements, among
other things, all of the holders of common shares of the Target
received common shares of the Issuer on a one-for-one basis;
certain convertible securities of the Target were replaced with
convertible securities of the Issuer and MAG, as the holder of all
preferred shares of the Target, received 14,556,706 Company Shares,
equal to 19.9% of the aggregate number of common shares outstanding
on the closing date of the Transaction.
Of MAG’s Company Shares, 75% are subject to
certain escrow requirements. MAG has no current plans or intentions
which relate to, or would result in, acquiring additional Company
Shares. Depending on market conditions, MAG’s view of the
Issuer’s prospects and condition, other investment opportunities
available to MAG and other factors considered relevant by MAG, MAG
may acquire, solely at its discretion, additional common shares of
the Issuer from time to time in the future pursuant to the
Participation Rights.
MAG was incorporated under the laws of the
Province of British Columbia and its head office is located at #770
- 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.
The Issuer was incorporated under the laws of
the Province of British Columbia and its head office is located at
Suite 1401 – 200 University Avenue, Toronto, Ontario, Canada.
About MAG Silver Corp.
MAG Silver Corp. (TSX/NYSE American: MAG) is a
Canadian advanced stage development and exploration company focused
on becoming a top-tier primary silver mining company, by exploring
and advancing high-grade, district scale, silver-dominant projects
in the Americas. Its principal focus and asset is the Juanicipio
Project (44%), being developed in a Joint Venture with Fresnillo
plc (56%). The Juanicipio Project is located in the Fresnillo
Silver Trend in Mexico, the world's premier silver mining
camp. Fresnillo as operator, is currently constructing and
developing the surface and underground infrastructure on the
property to support a 4,000 tonnes per day mining operation.
As well, an expanded exploration program is in place at Juanicipio
with multiple highly prospective targets across the property.
Neither the Toronto Stock Exchange nor the NYSE
American have reviewed or accepted responsibility for the accuracy
or adequacy of this press release, which has been prepared by
management.
This release includes certain statements that
may be deemed to be "forward-looking statements" within the meaning
of the US Private Securities Litigation Reform Act of 1995 and
applicable Canadian Securities laws. All statements in this
release, other than statements of historical facts are forward
looking statements, including risks related to our planned
exploration and development activities and other future events or
developments. Forward-looking statements are often, but not always,
identified by the use of words such as "seek", "anticipate",
"plan", "continue", "estimate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar expressions. Forward-looking
statements and information include, but are not limited to,
statements with respect to MAG’s current or future intentions
relating to Company Shares. These statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward looking statements. Although MAG
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those in the
forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements
include, but are not limited to, changes in commodities prices,
changes in mineral production performance, exploitation and
exploration successes, continued availability of capital and
financing, and general economic, market or business conditions,
political risk, currency risk and capital cost inflation. In
addition, forward-looking statements are subject to various risks,
including that considerable additional work will be required to
complete further evaluation, including but not limited to drilling,
engineering and socio-economic studies and investment. The reader
is referred to the Company's filings with the SEC and Canadian
securities regulators for disclosure regarding these and other risk
factors. There is no certainty that any forward-looking statement
will come to pass and investors should not place undue reliance
upon forward-looking statements. The Company does not undertake to
provide updates to any of the forward-looking statements in this
release, except as required by law.
For further information on behalf of MAG Silver Corp. and to obtain a copy of the related Early Warning Report, please contact Michael J. Curlook, VP Investor Relations and Communications:
Phone: (604) 630-1399
Toll free: (866) 630-1399
Email: info@magsilver.com
Fax: (604) 681-0894
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