|By Marketwired .||
|December 3, 2013 03:08 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 12/03/13 -- At the request of IIROC, on behalf of the Toronto Stock Exchange, South American Silver Corp. (TSX: SAC)(OTCQX: SOHAF) (the "Company" or "SASC") advises shareholders today that there are no corporate developments to report.
As reported by SASC on December 2, 2013, Ralph Fitch has been re-appointed to the position of President and CEO. Mr. Fitch, who was Executive Chairman, is the founder of the Company. He takes over the role from Phillip Brodie-Hall who has served as Interim President and CEO since August 2012. Mr. Brodie-Hall will continue to provide services to the Company on an as needed basis as a consultant going forward.
As reported by SASC on November 14, 2013, South American Silver continues to advance before the Permanent Court of Arbitration its international arbitration proceedings against Bolivia for the expropriation of the Malku Khota project. An arbitral tribunal of three members is being empanelled by the parties. Two arbitrators have been appointed and the two appointed arbitrators had until November 29, 2013 to appoint a third arbitrator who will act as president of the tribunal. Once the tribunal is formed, it will set a provisional timetable for the arbitration itself. This will include a schedule for submission of a Statement of Claim, Statement of Defense and oral hearings at the court of arbitration. Unless there is a negotiated settlement of the dispute, it is expected that the arbitration can take up to 2-3 years from commencement of proceedings until rendering of a final award. Most of South American Silver's costs and expenses related to its international arbitration proceedings against Bolivia, including those to be incurred in connection to the enforcement of any arbitration award, are covered by a third party funder on a non-recourse basis (See News Release 13-12 dated May 24, 2013).
As reported on October 21, 2013 the Company announced that it has entered into an arrangement agreement pursuant to which the Company will acquire all of the issued and outstanding shares of High Desert Gold Corporation ("HDG") that it does not already own in an all-share transaction by way of a plan of arrangement. Under the Arrangement, immediately prior to the exchange of the outstanding securities of HDG for securities of the Company, each shareholder of the Company will exchange each of its South American Silver common shares for one South American Silver Class A Share and one South American Silver Class B Share. The Class A Shares (which will be redesignated as "Common Shares" as the last step in the Arrangement) will carry voting, dividend and liquidation rights similar to the Company's current common shares. The Class B Shares will carry redemption and retraction rights and rights on liquidation which entitle the holders collectively to 85% of the net cash, if any, (after deducting all costs, taxes and expenses and the third party funder's portion thereof) received by the Company from an award or settlement in relation to the Company's wholly- owned subsidiary South American Silver Limited's arbitration proceeding against the Plurinational State of Bolivia for the expropriation of the Malku Khota project. The Class B Shares will be non-voting and non-participating in regards to dividends and on liquidation other than as described above. HDG shareholders will receive 0.275 of a South American Silver Class A Share for each HDG common share held and all outstanding HDG stock options and warrants will be adjusted accordingly. The TSX has conditionally approved the Arrangement including the listing of the Class B Shares to be issued thereunder. Meetings of the Shareholders of HDG and the Company to consider the Arrangement are to be held on December 9, 2013.
About South American Silver Corp.
South American Silver Corp. is a growth focused mineral exploration company creating value through the exploration and development of the large scale Escalones copper-gold project in Chile, the pursuit of new opportunities, and the realization of value from the Malku Khota project in Bolivia. South American Silver Limited is a company incorporated in the Bermuda Islands, an overseas territory of the United Kingdom, which through its wholly owned Bahaman subsidiaries: Malku Khota Ltd, G.M. Campana Ltd. and Productora Limited., owns one hundred per cent of the outstanding shares of Compania Minera Malku Khota S.A., a Bolivian company, holder of the Malku-Khota mining concessions until their nationalization by the Bolivian Government. The Company's approach to business combines the team's track record of discovery and advancement of large projects, key operational and process expertise, and a focus on community relations and sustainable development. Management has extensive experience in the global exploration and mining industry. The Company's shares are listed on the Toronto Stock Exchange under the symbol "SAC" and on the OTCQX as "SOHAF". Information related to South American Silver Corp. is available at www.soamsilver.com and on SEDAR at www.sedar.com.
Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "will", "continues", "expected", "creating", "realization" and "pursuing" and similar expressions. This News Release contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Readers are cautioned not to place undue reliance on these statements as the Company's actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company's business, or if the Company's estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking statements will materialize.
Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, failure to obtain the requisite shareholder, court and stock exchange approvals for the Arrangement or other conditions of the Arrangement not being met or waived, including the continuance of the Company and HDG under British Columbia corporate law; the receipt by HDG of a competing or superior proposal for an alternative transaction; uncertainties associated with the arbitration proceeding against Bolivia, including the quantum of damages to be obtained and the realization or collection of the value of any award or settlement; and risks of the mineral exploration industry which may affect the advancement of the Company's projects, including possible variations in mineral resources or grade, metal prices, availability of sufficient financing to fund further required work in a timely manner and on acceptable terms, timely receipt of required permits, availability of equipment and qualified personnel, failure of equipment or processes to operate as anticipated, road access, changes in project parameters as plans continue to be refined; and other risks more fully described in the Company's management information circular dated November 7, 2013 and Annual Information Form dated March 28, 2013 filed and publicly available on SEDAR at www.sedar.com. The assumptions made in developing the forward-looking statements include: receipt of all necessary approvals (including shareholder, court and stock exchange approvals) for the Arrangement and satisfaction or waiver of all conditions required by the Arrangement, including the continuance of the Company and HDG under British Columbia corporate law; the ability of the Company to realize value from its investments in Bolivia; the arbitration proceeding along a timeline consistent with other international arbitrations, the third party funder honouring its contractual commitments, the accuracy of current resource estimates and the interpretation of drill, metallurgical testing and other exploration results; the timely receipt of required permits for Escalones; the availability of equipment and qualified personnel to advance the Escalones project; and the execution of the Company's existing plans and further exploration and development programs for Escalones, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.
Subject to applicable laws, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason. Unless otherwise indicated, forward-looking statements in this News Release describe the Company's expectations as of December 3, 2013.
South American Silver Corp.
President & CEO
South American Silver Corp.