Americas Bullion Royalty Corp. Provides Update on Arrangement Transaction
PR-Inside.com: 2014-03-26 00:18:51
Hayden , ID US, March 25, 2014 /FSC/ - Americas Bullion Royalty Corp. (AMB - TSX), (the "Company" or "AMB") today reminds shareholders of AMB ("AMB Shareholders") that the date for the special meeting of the AMB Shareholders (the "Meeting") in respect of the proposed transaction between AMB and Till Capital Ltd. (formerly Resource Holdings Ltd.) ("Till") previously announced on February 19, 2014 (the "Arrangement") will take place at 10:00 a.m. (Vancouver time) on March 28, 2014.
AMB further announces that Silver Predator Corp. ("SPD"), AMB and Till have agreed that Till's proposed subscription, on a private placement basis, of common shares of SPD having a value of US$1,800,000 (the "SPD Subscription"), previously disclosed in AMB's information circular dated February 21, 2014 with respect to the Meeting (the "Management Information Circular"), will conclude in May 2014 as opposed to the originally contemplated closing under the Arrangement. As a result of this postponement, it is anticipated that Till will hold approximately 46.6% of SPD upon completion of the Arrangement.
On March 25, 2014, AMB and Till entered into an amending agreement (the "Amending Agreement") to remove references to the SPD Subscription from the arrangement agreement between AMB and Till dated February 18, 2014 (the "Arrangement Agreement") and the related plan of arrangement. The Amending Agreement will be filed under the Company's profile on SEDAR at www.sedar.com.
AMB is also pleased to announce that on March 3, 2014, Till received a no-objection from the Exchange Control Division of the Bermuda Monetary Authority confirming its no-objection under the Bermuda Exchange Control Act 1972 for the transfer of the 110,000 Class A shares with par value of US$0.001 per share of Till to AMB and the issue of restricted voting shares in the capital of Till with a par value of US$0.001 per share to Kudu Partners, L.P. and on March 14, 2014 Till received a no-objection from the Insurance Division of the Bermuda Monetary Authority confirming its no-objection under the Bermuda Insurance Act 1978 for the change of shareholder controller of Resource Re Ltd, a wholly owned subsidiary of Till. These transactions are more particularly described in the Management Information Circular.
On March 21, 2014 Resource Holdings Ltd. changed its name to Till Capital Ltd.
About Americas Bullion Royalty Corp.
Americas Bullion Royalty Corp. invests in undervalued natural resource assets seeking to provide superior investment returns. Americas Bullion's assets include royalty holdings across Mexico, Nevada, Wyoming, Oregon and California; the Springer Tungsten Mine and Mill; the Taylor mill and Humboldt mill site in Nevada; the Brewery Creek project, and a portfolio of Yukon exploration properties. The Company provides shareholders with the potential for exploration success through equity positions in related companies while continuing to advance and monetize its holdings.
Americas Bullion Royalty Corp.
William M. Sheriff, Chairman & CEO
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of AMB or Till or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Completion of the Arrangement is subject to a number of other conditions, including TSX-Venture Exchange ("TSX-V") acceptance, conditional listing approval of the Till shares on the TSX-V, approval of the Supreme Court of British Columbia, and approval of at least 66 and 2/3% of the AMB Shareholders. The Arrangement cannot close until the required AMB Shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
Trading in the securities of Till should be considered speculative.
Neither the Toronto Stock Exchange nor the TSX-V has in any way passed upon the merits of the proposed transaction, nor have they approved or disapproved the contents of this press release.
Cautionary Statement Regarding Forward Looking Information
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the completion of Arrangement, AMB Shareholder approval of the Arrangement, approval of the Court, Till's anticipated holdings in SPD, completion of the SPD Subscription, and TSX-V approval of the listing of the Till shares on the TSX-V. Although AMB believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that TSX-V may not approve the listing of Till shares on the TSX-V; the AMB Shareholders may not approve the Arrangement; the Court may not approve the Arrangement, the parties may be unable to satisfy all of the conditions to closing the Arrangement; the TSX-V may not approve the disclosure regarding the resulting issuer; the SPD Subscription may not complete; and any of the transactions under the Arrangement may not complete. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, AMB assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
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Source: Americas Bullion Royalty Corp. (TSX: AMB) www.aubullion.com
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