Golden Share Mining Corporation ("Golden Share" or the "Company") is pleased to announce the signature of an amalgamation agreement (the "Agreement") under which it would merge its business with Silvore Fox Minerals Corp. ("Silvore Fox"; jointly the "Parties"), a Canadian junior explorer listed on the TSX Venture Exchange (the "TSXV").
Golden Share's proposed merger with Silvore Fox seeks to leverage the input of Sinotech Minerals Exploration Co. Ltd. ("Sinotech"), a leading Chinese mineral exploration and development company. Sinotech is a 50.03% shareholder of Beijing Donia Resources Co. Ltd. ("Beijing Donia"), a cornerstone investor in Silvore Fox, which acts as its overseas development arm with a focus on Canada. Sinotech sees the merged entity as an ideal platform to further develop its activities in exploration and development of precious metals in North America.
The Parties intend to finalize a transaction under which Silvore Fox would merge with Golden Share on the basis of one share of the new company ("Amalco") for each five existing shares of Golden Share and Silvore Fox (the "Transaction"). Each Party's board of directors has approved the Transaction. Both Parties will seek approval of their respective shareholders at special meetings expected to be held in July 2013. The Transaction also remains subject to the approval of the TSXV.
Amalco will retain the name Golden Share Mining Corporation. Amalco's Board of Directors will be comprised of four members, two members appointed by Silvore Fox (Ge (Anna) Mao, Vice President of Sinotech and General Manager of Beijing Donia, as Chairperson and Wenshan (Wilson) Zhang, Chief Geologist of Beijing Donia, as director) and two members appointed by Golden Share (Philippe Giaro and Christian Guilbaud). The new management team will include Philippe Giaro as President and Chief Executive Officer, Laurence Huss as Vice-President Exploration and Hua (Helen) Gao as Chief Financial Officer. Dr. Jingbin Wang, Chairman of the Board of Sinotech, will join Amalco's Advisory Board.
Amalco will have approximately $ 1.0 M in cash post-merger and will move its head office to Silvore Fox's current head office in Markham, Ontario.
President and Chief Executive Officer Philippe Giaro commented:
"We are very pleased to enter into this Transaction with the support of Silvore Fox's cornerstone investor Beijing Donia, a subsidiary of Sinotech as well as our principal shareholder, Lake Shore Gold Corp.. Golden Share's objective has always been to develop its precious metal projects in Canada and this Transaction provides our team with a technically focused and financially very solid partner sharing our corporate objectives for the benefit of shareholders. Several meetings with Sinotech and Beijing Donia's management teams in Canada and China as well as my recent visit of one of Sinotech's operating mine in Northern China confirmed this common vision. It is equally important to note that, beyond our technical affinities, Beijing Donia and Sinotech share our Canadian mining culture through their corporate history with Canadian listed junior companies. They have notably recently been involved in the financing of Nickel North Exploration for which they also provide technical and corporate support. We look forward to further developing Golden Share with the support this new partner".
Lock-Up Agreement
Golden Share has signed a lock-up agreement with its major shareholder, Lake Shore Gold Corp. that, among other things, requires it to vote all of its shares in favor of the Transaction as outlined in the Agreement. Silvore Fox has similarly signed a lock-up agreement with its major shareholder, Beijing Donia Resources Co. Ltd..
Source: http://www.goldenshare.ca/