McEwen Mining Announces Friendly Acquisition of Timberline Resources
April 16 2024 - 12:31PM
McEwen Mining Inc. (NYSE: MUX)(TSX: MUX)
(“McEwen”) is pleased to announce that it has entered into a
definitive agreement and plan of merger (the “Agreement”) to
acquire all of the issued and outstanding shares of
Timberline Resources Corporation
(TSXV:TBR)(OTCQB:TLRS) (“Timberline”) by way of a merger
between Timberline and a subsidiary of McEwen (the “Transaction”).
The Transaction will augment McEwen’s existing portfolio of
development and exploration projects in Nevada.
Timberline shareholders will have the right to
receive 0.01 of a share of McEwen’s common stock for each share of
Timberline’s common stock (the “Exchange Ratio”), representing a
value of US$0.102 per Timberline share, calculated based on the
20-day volume weighted average trading price of McEwen’s shares on
the NYSE at the close on April 15th, 2024. This represents an 132%
premium to Timberline’s 20-day volume-weighted average price on the
OTCQB. McEwen currently owns 6.25 million Timberline shares
representing approximately 3.3% of Timberline’s basic common shares
outstanding and 6.25 million Timberline warrants. Excluding
McEwen’s existing ownership, McEwen expects to issue approximately
1.84 million shares on closing for a transaction value of US$18.8
million.
The closing of the Transaction is subject to
customary conditions, including receipt of necessary regulatory and
stock exchange approvals and approval from Timberline’s
shareholders holding a majority of its outstanding shares.
Timberline’s board of directors has unanimously
recommended that Timberline’s shareholders vote in favour of the
Transaction. The directors, officers and two principal shareholders
of Timberline, holding shares reflecting approximately 40% of
Timberline's aggregate outstanding shares, have entered into voting
and support agreements with McEwen, pursuant to which they have
agreed, among other things, to vote their shares in favour of the
Transaction.
The Agreement includes customary deal-protection
provisions. Timberline has agreed not to solicit or initiate any
discussion regarding any other business combination or acquisition.
In the event that Timberline validly terminates the Agreement to
accept a superior offer, Timberline will be required to pay McEwen
a termination fee of US$400,000.
Each Timberline warrant outstanding immediately
prior to the closing of the Transaction will remain outstanding and
be converted into a warrant to acquire McEwen shares based on the
Exchange Ratio. Each Timberline stock option outstanding and
in-the-money immediately prior to the closing of the Transaction
will automatically vest and be converted into the right to receive
McEwen shares at the Exchange Ratio less the exercise price per
stock option; all other outstanding Timberline stock options will
be cancelled.
CAUTION CONCERNING FORWARD-LOOKING
STATEMENTS
This news release contains certain
forward-looking statements and information, including
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements and information expressed, as at the date of this news
release, McEwen Mining Inc.'s (the "Company") estimates, forecasts,
projections, expectations or beliefs as to future events and
results. Forward-looking statements and information are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties, risks
and contingencies, and there can be no assurance that such
statements and information will prove to be accurate. Therefore,
actual results and future events could differ materially from those
anticipated in such statements and information. Risks and
uncertainties that could cause results or future events to differ
materially from current expectations expressed or implied by the
forward-looking statements and information include, but are not
limited to, effects of the COVID-19 pandemic, fluctuations in the
market price of precious metals, mining industry risks, political,
economic, social and security risks associated with foreign
operations, the ability of the Company to receive or receive in a
timely manner permits or other approvals required in connection
with operations, risks associated with the construction of mining
operations and commencement of production and the projected costs
thereof, risks related to litigation, the state of the capital
markets, environmental risks and hazards, uncertainty as to
calculation of mineral resources and reserves, foreign exchange
volatility, foreign exchange controls, foreign currency risk, and
other risks. Readers should not place undue reliance on
forward-looking statements or information included herein, which
speak only as of the date hereof. The Company undertakes no
obligation to reissue or update forward-looking statements or
information as a result of new information or events after the date
hereof except as may be required by law. See McEwen Mining's Annual
Report on Form 10-K for the fiscal year ended December 31, 2023,
and other filings with the Securities and Exchange Commission,
under the caption "Risk Factors", for additional information on
risks, uncertainties and other factors relating to the
forward-looking statements and information regarding the Company.
All forward-looking statements and information made in this news
release are qualified by this cautionary statement.
The NYSE and TSX have not reviewed and do not
accept responsibility for the adequacy or accuracy of the contents
of this news release, which has been prepared by the management of
McEwen Mining Inc.
ABOUT MCEWEN MINING
McEwen Mining is a gold and silver producer with
operations in Nevada, Canada, Mexico and Argentina. In addition, it
owns approximately 47.7% of McEwen Copper which owns the large,
advanced stage Los Azules copper project in Argentina. The
Company’s goal is to improve the productivity and life of its
assets with the objective of increasing its share price and
providing a yield. Rob McEwen, Chairman and Chief Owner, has a
personal investment in the group of US$220 million and takes an
annual salary of US$1.
|
|
|
|
|
|
|
|
WEB SITE |
|
SOCIAL
MEDIA |
|
|
|
|
www.mcewenmining.com |
|
McEwen
Mining |
Facebook: |
facebook.com/mcewenmining |
|
|
|
|
|
LinkedIn: |
linkedin.com/company/mcewen-mining-inc- |
|
|
CONTACT
INFORMATION |
|
|
Twitter: |
twitter.com/mcewenmining |
|
|
150 King Street West |
|
|
Instagram: |
instagram.com/mcewenmining |
|
|
Suite 2800, PO Box 24 |
|
|
|
|
|
|
Toronto, ON, Canada |
|
McEwen
Copper |
Facebook: |
facebook.com/mcewencopper |
|
|
M5H 1J9 |
|
|
LinkedIn: |
linkedin.com/company/mcewencopper |
|
|
|
|
|
Twitter: |
twitter.com/mcewencopper |
|
|
Relationship with
Investors: |
|
|
Instagram: |
instagram.com/mcewencopper |
|
|
(866)-441-0690 - Toll free line |
|
|
|
|
|
|
(647)-258-0395 |
|
Rob
McEwen |
Facebook: |
facebook.com/mcewenrob |
|
|
Mihaela Iancu ext. 320 |
|
|
LinkedIn: |
linkedin.com/in/robert-mcewen-646ab24 |
|
|
info@mcewenmining.com |
|
|
Twitter: |
twitter.com/robmcewenmux |
|
|
|
|
|
|
|
|
Timberline Resources (TSXV:TBR)
Historical Stock Chart
From Jul 2024 to Aug 2024
Timberline Resources (TSXV:TBR)
Historical Stock Chart
From Aug 2023 to Aug 2024