Apogee Closes Financing Transaction With Global Resources Investments Ltd.
March 11 2014 - 7:00AM
Marketwired
Apogee Closes Financing Transaction With Global Resources
Investments Ltd.
TORONTO, ONTARIO--(Marketwired - Mar 11, 2014) - Apogee Silver
Ltd. ("Apogee" or the "Company") (TSX-VENTURE:APE) - Further to the
Company's news release of February 10, 2014, the Company announces
that it has closed its share exchange transaction with Global
Resources Investment Trust plc ("GRIT").
The Company issued 73,000,000 units of the Company at $0.05 per
unit (each a "Unit"), in exchange for 1,977,462 ordinary shares of
GRIT (the "GRIT Shares"), at the deemed price of £1.00 per GRIT
Share for a total deemed value of £1,977,462 (approximately
CAD$3,650,000). Each Unit consists of one common share of Apogee (a
"Common Share") and one common share purchase warrant entitling the
holder to acquire a Common Share at $0.05 per Common Share for a
period of 60 months (a "Warrant"). The Common Shares, Warrants and
shares underlying the Warrants will remain subject to resale
restrictions expiring on July 8, 2014.
The Company will look to sell GRIT Shares as necessary to fund
its working capital requirements through the facilities of the
London Stock Exchange. There may not be liquidity immediately for
the GRIT Shares, and the Company may choose to only monetize a
portion of the GRIT Shares initially. While the Company will seek
to maximize the proceeds it receives from the sale of its GRIT
Shares, there is no assurance as to the timing of disposition or
the amount that will be realized.
The GRIT Shares were distributed pursuant to a prospectus
published by GRIT in the UK on February 28, 2014. GRIT's
application to list its ordinary shares on the premium listing
segment of the Official List and to trade on the London Stock
Exchange's main market became effective today. GRIT's distribution
of the GRIT Shares to the Company and other Canadian based issuers
was also made pursuant to a discretionary exemption order granted
by the Ontario and British Columbia Securities Commissions by order
dated November 13, 2013.
GRIT has been established to exploit investment opportunities in
the junior mining and natural resources sectors worldwide, with an
investment objective to generate medium and long-term capital
growth. GRIT has completed share exchange transactions with 41
junior resource companies (32 headquartered in Canada), acquiring
an initial portfolio of their securities in exchange for 39,520,012
ordinary shares having a deemed value of £39,520,012 (approximately
C$73,250,000).
Upon closing of the transaction, GRIT has acquired approximately
16% of Apogee on a non-diluted basis. Assuming the full exercise of
the Warrants, GRIT would hold approximately 27.8% of the Company.
Accordingly, GRIT shall provide an undertaking to the TSXV and to
the Company that it will not exercise any portion of the Warrants
that would exceed 19.9% of the Company on a partially diluted
basis.
The Company intends to pay an arm's length finder a cash fee in
an amount equal to 2.5% of the cash value received by the Company
in connection with the actual sale of the GRIT Shares.
About Apogee Silver
Ltd.
Apogee Silver Ltd. is a mineral exploration and development
stage company listed on the TSX Venture Exchange under the symbol
APE. Apogee targets advanced, high grade silver-zinc-lead projects
in South America that demonstrate potential to be developed to
production. Currently its projects are located in the historic
silver producing regions of southwest Bolivia and northern
Chile.
Apogee's most advanced project is the 100% controlled Pulacayo
Paca project in Bolivia for which a positive feasibility study has
been completed. The Company also has additional properties in
Chile.
Cautionary Note Regarding Forward-Looking
Information:
This press release contains "forward looking information"
within the meaning of applicable Canadian securities legislation.
Forward looking information includes, but is not limited to,
statements made with respect to the proposed transaction, the
ability for the Company to sell its GRIT shares the future
financial or operating performance of the Company, its subsidiaries
and its projects, the development of and the anticipated timing
with respect to the Pulacayo-Paca project, the ability to obtain
financing and/or financial partners; and the impact of concerns
relating to permitting, reusltation, governmental and local
community relations. Generally, forward looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Estimates underlying the results of the feasibility
study arise from engineering, geological and costing work of TWP
Sudamerica, Mercator Geological Services, P&E Mining
Consultants and the Company. See the technical report relating to
the feasibility study for a description of all relevant estimates,
assumptions and parameters. Forward-looking information is subject
to known and unknown risks, uncertainties and other factors that
may cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those
expressed or implied by such forward-looking information, including
but not limited to: general business, economic, competitive,
geopolitical and social uncertainties; the actual results of
current exploration activities; other risks of the mining industry
and the risks described in the annual information form of the
Company. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information 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 information. The Company does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
Neither 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.
Apogee Silver Ltd.Neil T. RingdahlChief Executive Officer+1
(647) 339-4484info@apogeesilver.comwww.apogeesilver.com
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