|By Marketwired .||
|February 10, 2014 03:26 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/10/14 -- Apogee Silver Ltd. ("Apogee" or the "Company") (TSX VENTURE:APE) is pleased to announce that it has entered into a share exchange agreement with Global Resources Investments Ltd. ("GRIL"), an arm's length party to the Company. Currently, GRIL is conditionally approved for listing on the London Stock Exchange ("LSE") and upon listing it will become re-registered as a public company and constituted as a UK Investment Trust under the name Global Resources Investment Trust Plc ("GRIT").
Pursuant to the terms of the agreement, upon the successful listing of the GRIT shares on the LSE, the Company will issue an aggregate of 73,000,000 units at a price of CDN$0.05 (approx. GBP 1,977,462) per unit (a "Unit") and in consideration shall acquire 1,977,462 common shares of GRIT at GBP 1.0 per share (the "GRIT Shares") at a deemed value of GBP 1,977,462 (approx. CDN $3,650,000). Each Unit will consist of one common share of Apogee (a "Common Share") and one common share purchase warrant entitling the holder thereof to acquire a Common Share at a price of $0.05 for a period of 60 months (a "Warrant"). Upon completion of GRIT's going public transaction, Apogee may sell all or a portion of its GRIT Shares through the facilities of the LSE in order to realize the private placement proceeds.
GRIL has been established to exploit investment opportunities in the junior mining and natural resources sector worldwide, with an investment objective to generate mediumand long term capital growth.
Neil Ringdahl, President and CEO commented, "We are extremely pleased to be entering into this transaction with GRIL. GRIL has an extensive track record of successfully identifying excellent projects within the global natural resources sector and we welcome their expertise and involvement in the Company going forward."
Closing of the transaction is subject to a number of conditions precedent, including approval of the TSX Venture Exchange, and GRIT successfully listing on the LSE. The Common Shares, Warrants and the shares underlying the Warrants shall be subject to a four month and one day statutory hold period.
Upon completion of the private placement, Apogee will have 450,816,059 Common Shares issued and outstanding and GRIT will hold approximately 16% of the Company on a non-diluted basis. Assuming the full exercise of the Warrants, GRIT would hold approximately 27.8% of the Company. Accordingly, GRIT has agreed that it shall not exercise any portion of the Warrants which would result in GRIT holding greater than 19.9% of the Company on a partially diluted basis.
In addition, the Company announces that it has received notice from the Servicio de Impuestos Nacionales, the national tax authority in Bolivia, that its indirectly held Bolivian subsidiary ASC Bolivia LDC Surcusal Bolivia (the "Subsidiary") owes approximately Bs36,573,270 (USD$ 5,254,780) as of July 2011 relating to a historical tax liability which occurred in 2004, prior to the Company acquiring the Subsidiary in 2011.
The Company was not aware of this historical liability, originally assessed by the tax authority at a amount equivalent to approx. CAD$837,236 in 2004, and believes that this notice was improperly provided by the tax authority. The Company is currently investigating the merits and legitimacy of this assessment. The Company has hired local counsel in Bolivia to investigate the matter and pursue all avenues of recourse available to the Company.
About Apogee Silver Ltd.
Apogee Silver Ltd. is a mineral exploration and development stage company listed on the TSX Venture Exchange under the symbol APE. Apogee targets advanced, high grade silver-zinc-lead projects in South America that demonstrate potential to be developed to production. Currently its projects are located in the historic silver producing regions of southwest Bolivia and northern Chile.
Apogee's most advanced project is the 100% controlled Pulacayo-Paca project in Bolivia for which a positive feasibility study has been completed, and contains 60 millon silver ounces in the Indicated Resource category, including 27 million silver ounces in Probable Reserve category, not including base metal credits. The Company has already conducted test mining and toll milling activies at Pulacayo. This project includes the property that covered the second-largest silver mine in the history of Bolivia with a historical estimate of over 600 million silver ounces of past production.
Seven kilometers to the north of Pulacayo lies the Paca project which contains 25 million silver ounces in the Inferred Resource category. In Chile, the Cachinal project contains over 18 million silver ounces in the Indicated Resource category, not including gold and base metal credits.
Cautionary Note Regarding Forward-Looking Information:
This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements made with respect to the proposed transaction, the timing with respect to the proposed transaction, the ability of GRIT to complete its going public transaction, the ability for the Company to sell its GRIT shares the future financial or operating performance of the Company, the ability of the Company to resolve the impending tax liability and the ability of the Company to satisfy its debt obligations in the event the issue is not resolved, its subsidiaries and its projects, the development of and the anticipated timing with respect to the Pulacayo-Paca project, the ability to obtain financing and/or financial partners; and the impact of concerns relating to permitting, reusltation, governmental and local community relations. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Estimates underlying the results of the feasibility study arise from engineering, geological and costing work of TWP Sudamerica, Mercator Geological Services, P&E Mining Consultants and the Company. See the technical report relating to the feasibility study for a description of all relevant estimates, assumptions and parameters. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; other risks of the mining industry and the risks described in the annual information form of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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.