San Anton Announces Revised Terms for Business Combination With Kings Minerals and $3.9 Million Rights Offering
TORONTO, ONTARIO--(Marketwire - May 11, 2010) - San Anton Resource Corporation (TSX:SNN) ("San Anton" or the "Company") announces that the terms of the Company's proposed business combination with Kings Minerals NL (ASX: KMN) ("Kings"), the Company's 71.3% controlling shareholder, have been revised to increase the ratio for the exchange of San Anton common shares for Kings ordinary shares under the transaction from two (2) Kings shares for each San Anton share to two and one-half (2.5) Kings shares for each San Anton share. In addition, the completion of the business combination will be conditional upon Kings receiving conditional approval for a listing on the Toronto Stock Exchange or the TSX Venture Exchange. Kings has not yet applied nor been accepted for listing on either exchange, and listing will be subject to fulfilling all of the listing requirements of the applicable exchange.
The Company also announces that, subject to regulatory approval, it will proceed with a rights offering to its shareholders that will be completed prior to the completion of the business combination. Pursuant to the rights offering, each holder of San Anton common shares will receive one right for each share held. For every four rights held, a holder thereof will be entitled to purchase one common share at a price of $0.15. Shareholders will also have the opportunity to acquire additional shares beyond their entitlement through an additional subscription privilege. Details as to the operation of this privilege will be described in the rights offering circular to be mailed to shareholders in connection with the rights offering. A maximum of 26,298,922 common shares will be issued pursuant to the rights offering, which represents 25% of the currently issued and outstanding shares of the Company. The completion of the rights offering is not conditional upon San Anton receiving any minimum amount of subscriptions from shareholders. Kings has agreed to provide a stand-by commitment under the rights offering to purchase 18,750,000 shares for gross proceeds of $2,812,500, representing its approximate pro rata portion of the rights offering. The terms of any subscription under the stand-by commitment will be identical in all respects to those of shareholders as a whole under the rights offering.
On April 30, 2010, Kings completed a previously announced rights issue pursuant to which it issued 84,902,174 shares at a price of A$0.06 per share for gross proceeds of A$5,094,130. Accordingly, should the business combination be approved and completed, the San Anton rights offering will effectively enable San Anton's shareholders to invest in the issuer resulting from the business combination on the same basis that Kings shareholders have invested under the Kings' rights issue.
Kings currently has 509,413,045 Kings shares issued and outstanding after completion of its rights issue. Upon completion of the rights offering and the business combination, the former shareholders of San Anton other than Kings, assuming that such San Anton shareholders acquire their pro rata portion of the rights offering, will hold approximately 94,361,530 Kings shares, representing approximately 16% of the issued and outstanding Kings shares after giving effect to the business combination.
Following the initial announcement of the proposed business combination on February 3, 2010, the Company's special committee of independent directors formed in connection with the transaction retained Cormark Securities Inc. ("Cormark") to prepare a valuation for the proposed transaction in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and to consider the fairness of the proposed transaction, from a financial point of view, to the shareholders of San Anton (other than Kings). Cormark has delivered a valuation report to the special committee which concluded, subject to the assumptions, qualifications and restrictions noted therein, that the fair market value of a San Anton share is in the range of $0.25 to $0.40 per share and that the fair market value of the consideration of two and one-half (2.5) Kings shares for each San Anton share to be received by the shareholders of San Anton (other than Kings) is in the range of $0.20 to $0.275 per San Anton share. In reaching its opinion as to the fairness of the proposed transaction, Cormark considered the above analysis among other analyses and has delivered an opinion to the special committee that the share exchange ratio of two and one-half (2.5) Kings shares for each San Anton share is not fair from a financial point of view to the San Anton shareholders (other than Kings).
However, based on a variety of factors, the special committee and the Company's board of directors have unanimously determined (with directors that also serve on Kings' board abstaining from voting) that the business combination is in the best interests of the Company and to recommend that San Anton's shareholders vote in favour of the transaction. These factors considered by the special committee and the board of directors include:
- the requirement to finance the continued development of the San Anton Project;
- that San Anton has concluded a broad search of third party financing options and these efforts have not resulted in any financing offers;
- limitations experienced by San Anton on raising financing as the apparent result of Kings' significant control block;
- simplification of ownership structure and public company cost savings;
- trading liquidity in the Kings shares which is superior to that of the San Anton shares;
- the Kings shares to be received by San Anton shareholders will allow them to participate in the combined assets of Kings and San Anton and the potential synergies of the combined company;
- the board of directors of San Anton will be able to consider and respond to any superior proposal from a third party, subject to payment of expenses to Kings in certain circumstances;
- the recommendation of Cormark that mitigating factors, and in particular the immediate requirement to finance, override the dilution to San Anton shareholders;
- the fact that, although Cormark has concluded that the share exchange ratio is not fair from a financial point of view to the San Anton shareholders (other than Kings), the ratio represents a significant premium to the market price of San Anton shares. On February 2, 2010, the last trading day before the announcement of the proposed transaction, the closing price of San Anton's shares on the TSX was $0.25 and the closing price of Kings' shares on the Australian Securities Exchange ("ASX") was A$0.155. Using the noon nominal exchange rate of the Bank of Canada on February 2, 2010, the revised share exchange ratio represents an approximately 45% premium over the value of the Company's shares based on such closing prices, and an approximately 47% premium based on the volume weighted average trading prices for San Anton's shares on the TSX and for King's shares on the ASX over the twenty most recent trading days prior to such date;
- the requirement that the business combination be approved by majority of the minority approval under MI 61-101; and
- the availability of dissent rights to San Anton's shareholders, subject to Kings' right to terminate the business combination in the event that holders of more than 1% of San Anton's outstanding shares exercise their dissent rights.
Copies of Cormark's formal valuation and fairness opinion, additional explanation of the factors considered by the special committee and the board of directors and other relevant background information will be included in the management information circular that will be sent to San Anton's shareholders in connection with the special meeting (the "Meeting") to consider the transaction. The Meeting will be scheduled for a date to be announced in the near future, and is anticipated to be held on or about July 15, 2010. For the transaction to proceed, a special resolution authorizing the amalgamation of San Anton and a wholly-owned Canadian subsidiary of Kings to be established for purposes of effecting the business combination must be approved by at least two-thirds of the votes cast by holders of the Company's common shares at the Meeting (including Kings and its affiliates), as well as by a majority of San Anton's minority shareholders (excluding Kings and its affiliates) in accordance with MI 61-101. The proposed transaction will also be conditional upon customary terms for transactions of this nature, including there being holders of not more than 1% of San Anton's outstanding shares who exercise their rights of dissent in respect of the amalgamation.
Completion of the business combination is subject to a number of conditions, including the receipt of all required regulatory, stock exchange and shareholder approvals, including the approval of San Anton's shareholders as described above and the approval of Kings' shareholders in accordance with the rules of the ASX. The transaction cannot close until all such approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
In the event that the business combination is not approved and completed, the rights offering will provide the Company with financial resources for the near term. San Anton will receive gross proceeds from the rights offering of a maximum of $3,944,838 and a minimum of $2,812,500 based on Kings' stand-by commitment. The proceeds of the rights offering will be used to pay approximately $700,000 owed to Kings for working capital loans advanced by Kings to the Company and for the reimbursement of salary and administrative costs related to technical services provided by Kings on the San Anton Project, to advance the development of the San Anton Project and for general working capital. San Anton shareholders should note that in the event that the business combination is not completed, the San Anton rights offering will not resolve the current control block issue which San Anton is encountering as an apparent impediment to raising third party financing. Moreover, in the event that San Anton's minority shareholders do not acquire their pro rata portion of the San Anton rights offering, their ownership in San Anton will be diluted and Kings will increase its proportional ownership in San Anton through the stand-by commitment for the rights offering (to as high as 75% in the event that Kings acquires all of the shares to be purchased under its stand-by commitment and no other shareholders participate in the rights offering).
The record and expiry dates for the rights offering will be set in the near future. Completion of the rights offering is subject to receiving all necessary regulatory and TSX approvals. Full details of the rights offering will be included in the rights offering circular that will be sent to San Anton's shareholders in connection with the rights offering.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the business combination and the rights offering circular to be prepared in connection with the rights offering, any information released or received with respect to the proposed business combination or the rights offering may not be accurate or complete and should not be relied upon. Trading in securities of San Anton and Kings should be considered speculative.
Neither the TSX nor the ASX have in any way passed on the merits of the proposed transaction, nor have they approved or disapproved the contents of this press release.
About San Anton Resource Corporation
San Anton Resource Corporation is an exploration and development company that is listed on the TSX and is totally focused on the mining friendly jurisdiction of Mexico. The Company's principal asset is a 64% interest in the San Anton Property (Goldcorp 36%), which hosts the near-surface Cerro del Gallo gold-silver-copper deposit. The Property is located in a historic gold-silver mining district and has only recently been subjected to modern exploration techniques. This work quickly identified several targets and has led to the delineation of a NI 43-101 Measured & Indicated Mineral Resource of 461 million tonnes grading 0.27g/t gold (3.9Moz), 11g/t silver (163Moz) and 0.11% copper (1.09Blb) and an Inferred Mineral Resource of 166 million tonnes grading 0.11g/t gold (0.6Moz), 7 g/t silver (39Moz) and 0.10% copper (0.36Blb). Within the overall deposit, there is a 'gold domain zone' containing Measured & Indicated Mineral Resource of 209 million tonnes grading 0.48g/t gold (3.2Moz) and 11g/t silver (71Moz) and within this zone, there is a relatively higher grade gold resource defined at surface. The deposit remains open in several directions. On March 2, 2010, San Anton announced a highly encouraging US$260 million net free cash flow, US$415/oz production cost "base case" scoping study finding for the Cerro del Gallo project.
Cautionary statement regarding forward looking statements and information
This press release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, the scheduling of the Meeting and the completion of the Amalgamation as currently contemplated or at all.
Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. Forward-looking information is based on current expectations and projections that involve a number of risks which could cause actual results to vary and in some instances to differ materially from those anticipated by San Anton. Undue reliance should not be placed on forward-looking information. The risk factors include, but are not limited to, the parties will not proceed with the proposed transaction or that the proposed transaction will not be successfully completed for any reason (including a failure to obtain the required approvals). Forward-looking information is based on the estimates and opinions of San Anton's management at the time the information is released. San Anton undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX nor the ASX have in any way passed on the merits of the proposed transaction, nor have they approved or disapproved the contents of this press release.