|By Marketwired .||
|July 4, 2014 06:01 PM EDT||
SYDNEY, AUSTRALIA -- (Marketwired) -- 07/04/14 -- RMB Australia Holdings Limited ("RMBAH") and RMB Investments and Advisory (Pty) Limited ("RMBIA", and together with RMBAH, "RMB") are pleased to announce that RMBAH has entered into an implementation agreement (the "Implementation Agreement") with Tyhee Gold Corp. ("Tyhee") and Sutter Gold Mining Inc. ("Sutter") whereby, among other things, RMB has agreed to: (i) sell all of the common shares in the capital of Sutter ("Sutter Common Shares") currently held by RMB for cash consideration; (ii) sell all of the Sutter Common Shares that are to be issued to RMB by Sutter upon the proposed conversion of US$8 million of RMB's current debt exposure to Sutter for cash consideration; and (iii) assign US$17 million of RMB's current debt exposure to Sutter in exchange for consideration which will include, among other things, the issuance from treasury to RMBAH of 90,000,000 new common shares in the capital of Tyhee ("Tyhee Common Shares") and cash consideration.
Disposition of Sutter Common Shares
RMBIA currently beneficially owns 58,216,820 Common Shares, representing approximately 47.3% of the 123,158,655 presently issued and outstanding Sutter Common Shares (on a non-fully diluted basis). Pursuant to the Implementation Agreement, the consideration payable by Tyhee to RMBIA for such Sutter Common Shares is C$0.02 per share for aggregate gross proceeds of C$1,164,336.40.
In addition, pursuant to the Implementation Agreement, Tyhee will also acquire from RMBAH the 108,454,603 Sutter Common Shares to be issued as a result of RMBAH's conversion of US$8 million of the principal currently outstanding under an existing Sutter promissory note into Sutter Common Shares. The conversion will occur at a price of C$0.0788 per share, the maximum discount to the Market Price (as such term is defined by the policies of the TSX Venture Exchange ("TSX-V") based on the closing price of the Sutter Common Shares on June 30, 2014). Tyhee would acquire such Sutter Common Shares at C$0.02 per share payable in cash on closing of the proposed transaction for aggregate gross proceeds of C$2,169,092.06.
Following completion of the above transactions, RMB will no longer beneficially own or control any Sutter Common Shares. Sutter is listed on the TSX-V under the symbol "SGM".
Acquisition of Tyhee Common Shares
Pursuant to the Implementation Agreement, RMBAH will acquire beneficial ownership of 90,000,000 new Tyhee Common Shares. Following the issuance of the 90,000,000 Tyhee Common Shares to RMBAH, the Tyhee Common Shares owned by RMBAH will represent approximately 21.3% of the presently issued and outstanding of Tyhee Common Shares (on a non-fully diluted basis).
As a result, as of the date hereof, RMBAH is the deemed beneficial owner of the 90,000,000 Tyhee Common Shares to be acquired under the Implementation Agreement, even though the Tyhee Common Shares are currently unissued, under applicable securities laws. Prior to the date hereof, RMB did not beneficially own or control any Tyhee Common Shares. The securities will be acquired on a private placement basis pursuant to the Implementation Agreement in reliance on prospectus exemptions as set out in National Instrument 45-106 - Prospectus and Registration Exemptions.
RMBAH will be acquiring the Tyhee Common Shares for investment purposes, and may acquire further Tyhee Common shares, or dispose of its holdings of Tyhee Common Shares, both as economic or market conditions or matters relating to Tyhee warrant. Tyhee is listed on the TSX-V under the symbol "TDC".
Closing of the transactions contemplated in the Implementation Agreement is expected to occur on or about August 15, 2014.
For further information regarding the proposed transactions contemplated by the Implementation Agreement, please go to Sutter Gold Mining Inc. and Tyhee Gold Corp.'s profiles on SEDAR at www.sedar.com.
RMB Australia Holdings Limited
Level 13, 60 Castlereagh Street
Sydney NSW 2000
Attention: Finance Director
Telephone: 612 9256 6200
Facsimile: 612 9256 6290
RMB Investments and Advisory (Pty) Limited
4 Merchant Place
Cnr Fredman Drive and Rivonia Road Sandton 2196
Attention: Company Secretary
Telephone: 2711 282 8000
Facsimile: 2711 384 3325