Wolfpack Gold Corp. and Timberline Resources Revise Merger
PR-Inside.com: 2014-04-17 15:28:19
Reno, Nevada (FSCwire) - Reno, Nevada, April 17, 2014 - Wolfpack Gold Corp. (TSX-V: WFP) Wolfpack” or the “Company announced today that it has restructured its proposed merger with Timberline Resources Corporation (NYSE MKT: TLR; TSX-V: TBR) Timberline originally announced March 13, 2014.
The transaction is now expected to be structured such that Timberline will acquire all of the outstanding shares of a Wolfpack subsidiary, which will hold all of Wolfpack’s current assets, other than its uranium holdings, in exchange for shares of common stock in the capital of Timberline at a ratio equal to 0.75 of a Timberline share for each outstanding share of Wolfpack. Wolfpack will distribute the Timberline shares to Wolfpack shareholders at closing through dividend or other means.
On acquisition of the Wolfpack subsidiary, Timberline will acquire all of the Company’s current gold interests as well as approximately CAD$5.2 million in cash (which includes cash raised on the concurrent financing). Wolfpack will retain its uranium holdings and continue to be listed on the TSX Venture Exchange. Under the amended transaction terms, Timberline will continue to own and will no longer contemplate spinning out its partially permitted Butte Highlands Gold Project in Montana.
On completion of the transaction Wolfpack shareholders will continue to hold their existing Wolfpack shares and will hold, as a group, approximately 35% of the outstanding Timberline shares. The exact mechanism of transfer of assets and distribution of Timberline shares is subject to revision as considerations are given to tax, securities law, and other related issues.
Wolfpack and Timberline have agreed to an exclusivity period expiring May 5, 2014, during which time the parties will conduct their respective due diligence. Upon completion of satisfactory due diligence, the parties will conclude a definitive agreement. The merger is expected to be completed by a plan of arrangement or other suitable mechanism.
At closing, Timberline will consolidate its shares on a ratio to be determined by the parties and reconstitute its board of directors to be comprised of five directors, two of whom will be nominated by the Company. Timberline has agreed to support the appointment of Mr. William Sheriff as Chairman of the Board of Timberline following the transaction. Mr. Paul Dircksen will continue as the President and Chief Executive Officer of Timberline and Mr. Randy Hardy will continue as the Chief Financial Officer. The agreement requires a break fee in the amount of US$500,000 be paid by a party electing to terminate the agreement to accept a third party superior proposal.
Under the terms of the letter of intent, Wolfpack has agreed to provide Timberline with a bridge loan, the terms of which remain unchanged as announced in Wolfpack News Release dated March 13, 2014.
Completion of the proposed business combination is subject to a number of conditions, including satisfactory completion of due diligence by each of the parties, execution of a mutually acceptable definitive agreement by May 5, 2014, and receipt by both Wolfpack and Timberline of all stock exchange and third party approvals, including shareholder approval if required. Advancement of the bridge loan and any conversion thereof into Timberline shares, is subject to receipt by both parties of stock exchange approval.
The Company will complete a non-brokered private placement of common shares to raise $500,000 at $0.10 per share. The Company anticipates completing the private placement in connection with the execution of the definitive business combination agreement. Proceeds of the financing will be used to fund transaction costs and for general working capital purposes. Completion of the financing is subject to stock exchange regulatory approval.
Completion of the proposed business combination is subject to the Company completing a financing of at least $500,000, in the form of marketable securities, cash from the concurrent financing, or a combination of both.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities referenced herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced in this news release have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act, or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements.
About Wolfpack Gold Corp.
Wolfpack Gold's mandate is to advance low cost heap leach and high grade underground gold projects towards production in the western United States. The advanced Adelaide and Castle-Black Rock projects have previous operating histories as open pit heap leach operations before closing due to low gold prices in the 1980’s. With quality assets in a world class jurisdiction, a budgeted three-year plan and an exploration team with documented exploration discoveries in Nevada, Wolfpack Gold is positioned to advance new and existing discoveries towards production. In addition, the Company has a 100% interest, with no holding costs, on 115,000+ acres (46,400 ha) of private mineral rights in New Mexico, including the Crownpoint and Hosta Butte uranium deposits. These deposits contain an indicated resource of 26.6 MM pounds U3O8 at an average grade of 0.105% eU3O8 and an inferred resource of 6.1 MM pounds U3O8 at an average grade of 0.110 eU3O8 (Beahm, 2012). A portion of these resources are under NRC license.
About Timberline Resources
Timberline Resources Corporation is exploring and developing advanced-stage gold properties in the western United States. Timberline holds a 50-percent carried interest ownership stake in the Butte Highlands Joint Venture in Montana. Timberline's exploration is primarily focused on the major gold districts of Nevada, where it is advancing its flagship Lookout Mountain Project toward a production decision while exploring a pipeline of quality earlier-stage projects at its South Eureka Property and elsewhere. Timberline’s leadership has a proven track record of discovering economic mineral deposits that are developed into profitable mines. Timberline is listed on the NYSE MKT where it trades under the symbol "TLR" and on the TSX Venture Exchange where it trades under the symbol "TBR".
For additional information:
Wolfpack Gold Corp.
William M. Sheriff, Chairman
Nate Tewalt, Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities referenced in this news release have not been registered and may not be sold in the United States absent registration or an exemption from registration.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the business combination, bridge loan and related transactions are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: failure to successfully negotiate a definitive agreement satisfactory to both parties; failure to successfully complete the parties’ respective due diligence review; and failure to satisfy all conditions precedent to the definitive business combination agreement, including any required shareholder approval and approval of the TSX Venture Exchange; failure to realize the anticipated benefits of the proposed transaction; and the additional risks identified in the management discussion and analysis section of Wolfpack Gold Corps and Timberline Resources Corporation’s interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
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Source: Wolfpack Gold Corp. (TSX Venture:WFP)
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