2014-02-19 23:20:05 -
Hayden , ID US, February 19, 2014 /FSC/ - Americas Bullion Royalty Corp. (AMB - TSX), (the "Company" or "AMB") is pleased to announce that, further to the news release dated December 17, 2013, the AMB Board of Directors has entered into a definitive agreement (the "Agreement") with Resource Holdings Ltd. ("RH"). The Agreement implements the previously announced corporate re-organization (the "Re-organization") by way of a plan of arrangement ("Arrangement"), which also includes the acquisition of the securities portfolio of Kudu Partners, L.P., a private hedge fund, announced in a news release dated January 6, 2014.
The Re-organization brings together a talented team to create a unique corporate entity that combines royalties, equity holdings, reinsurance business and innovative investment strategies.
This unique, non-traditional approach creates a diversified investment company with significant upside potential, which will be well-positioned for future growth by capitalizing on access to capital and markets not typically available in the resource sector. For a summary of the terms of the Re-organization please see news releases dated December 17, 2013 and January 6, 2014.
Plan of Arrangement
Upon completion of the Arrangement, RH will change its name to Till Capital Ltd. RH has applied to list the RH Shares on the TSX Venture Exchange ("TSX-V") under the stock symbol TIL, but has not yet received conditional listing approval. Listing of the RH Shares on the TSX-V is subject to RH fulfilling the listing requirements of the TSX-V. The Company anticipates receiving conditional approval from the TSX-V so that the Arrangement can close shortly after the special meeting of the AMB shareholders that is expected to be held on March 28, 2014.
Proposed Post Reorganization Profile of Company's Assets
Upon completion of the Arrangement, the general nature of the assets of RH will be:
* approximately $28 million in cash, marketable securities and illiquid assets following closing of the second tranche of the Red Kite settlement (see news release of AMB dated November 26, 2013);
* approximately 55 separate royalty interests, including deeded and option royalties;
* ownership of all of the issued and outstanding shares of Resource Re Ltd., which holds a Class 3A insurance license in Bermuda;
* ownership of up to 78,000,000 shares of Silver Predator Corp. ("SPD"), representing approximately 60% of the issued and outstanding shares of SPD, assuming no additional shares are issued by SPD;
* ownership of up to 15,000,000 shares of Northern Tiger Resources ("NTR"), representing approximately 54% of the issued and outstanding shares of NTR, assuming no additional shares are issued by NTR;
* ownership of 6,000,000 shares of Wolfpack Gold Corp. ("WFP"), representing approximately 12% of the issued and outstanding shares of WFP, assuming no additional shares are issued by WFP;
* ownership of Cuesta del Cobre, S.A.; interest in the Adelaide, Tuscarora and Aphro properties and the Carlin Vanadium Project in Nevada, USA and 50% interest in the Angels Camp Property in Oregon, USA; and
* approximately 160 oz of gold bullion.
AMB anticipates closing the Arrangement as soon as possible following the receipt of AMB shareholder (the "AMB Shareholder") approval at a special meeting of shareholders expected to be held on March 28, 2014, conditional listing approval of the TSX-V to list the RH shares on the TSX-V, non-objection from the Bermuda Monetary Authority, and the receipt of any other required approvals under the Agreement. The closing of the Arrangement is anticipated to take place on or about April 1, 2014.
Copies of the Agreement will be filed with Canadian regulators and will be available at the SEDAR website at www.sedar.com under AMB's profile. The terms and condition of the Agreement will also be disclosed in more detail in the management information circular of AMB which will be mailed to AMB Shareholders in due course.
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 RH 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 conditions, including TSX-V acceptance, conditional listing approval of the RH shares on the TSX-V, receipt of no-objection from the Bermuda Monetary Authority, approval of the Court, 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.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of RH should be considered highly speculative.
The TSX and the TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor 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 expectations of management regarding the Arrangement, the respective interests of the AMB Shareholders in RH, the proposed name change, execution of the Arrangement Agreement, preparation of the information circular, AMB Shareholder approval of the Arrangement, the business of the resulting issuer upon completion of the Arrangement, receipt of no-objection from the Bermuda Monetary Authority, approval of the Court, and TSX-V approval of the listing of the RH 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 RH 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; any of the transactions under the Arrangement may not complete and RH may not be able to retain a sponsor, if required. 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.
To view the press release as a PDF, please click on the following link:
Source: Americas Bullion Royalty Corp. (TSX: AMB) www.aubullion.com
Maximum News Dissemination by FSCwire. www.fscwire.com