Welcome!

News Feed Item

St. Augustine Announces Additional Investment by Queensberry Mining and Development Corp., Revision to Restructuring With Nadecor and New Management and Directors and AGM Adjournment

SPOKANE, WASHINGTON -- (Marketwired) -- 07/02/14 -- St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") is pleased to announce a private placement with strategic partner and insider Queensberry Mining and Development Corp. ("Queensberry") subject to final TSX approval. The placement is for 145,000,000 shares (29.7% of the current issued and outstanding shares) at a subscription price of US$0.10 per share (a 25% discount to market at the time the placement was priced) for a total investment of US$14.5 million. This investment will see Queensberry materially affect control of the Company as defined by the TSX rules. Queensberry will increase their ownership from 102,718,500 shares representing 21.06% of the issued and outstanding shares currently to 247,718,500 shares representing 39.15% post-closing, replacing Russell Mining Corporation as the largest shareholder, who will then hold 22.8%. The funds received will be used for working capital and to further advance the King-king Project. This includes acquisition of land and the discharge of obligations under the Project Framework Agreement as detailed below. It is anticipated that closing will occur 5 days after the date of this press release in accordance with TSX rules.

As part of the transaction, St. Augustine and Nationwide Development Corporation ("Nadecor") have agreed in principle to amend the Project Framework Agreement ("PFA") such that Nadecor will be entitled to a reduced number of shares than was previously disclosed as part of the joint venture restructuring approved by the TSX and majority shareholders and described in the Company's press release dated December 3, 2013. In return for this adjustment St Augustine will agree to accelerate payments to be made under the PFA, including an advance of approximately $2.5 million to Nadecor, assume and discharge directly additional debts of Nadecor not exceeding $2.5 million, as well as fund a jointly owned project company so that this company can undertake the land acquisition referred to above. The number of shares to be issued by St Augustine to Nadecor shareholders under the amended PFA will be decreased from 324,568,751 shares to 185,000,000 shares, which represents 29.2% of the issued and outstanding shares subsequent to the private placement noted above, and 22.6% subsequent to closing of the PFA. The deemed price of shares to be issued associated with the agreement will also be amended from US$0.10 per share to US$0.07 per share. The execution of the agreement emplacing these changes is anticipated to occur within this month and the final approval of these amendments is subject to final approval from the TSX. As a result of the foregoing amendments to the PFA, the number of shares to be issued to Queensberry as a shareholder of Nadecor under the PFA will be reduced from approximately 14,487,409 to 8,257,637 representing 1.3% of the outstanding shares after completion of the private placement. After the issuance of the shares pursuant to the PFA, Queensberry will hold 255,976,137 shares representing 31.3% of the outstanding shares post-closing.

The Company is relying upon written consents from shareholders holding more than 50% of the issued and outstanding shares of the Company other than Queensberry, as contemplated in subsection 604(d) of the TSX company manual. TSX requires shareholder approval as the transactions referred to above will materially affect control of the Company and more than 25% of the Company's issued and outstanding shares are being issued. Disinterested shareholder approval is required as more than 10% of the issued and outstanding shares are being issued to an insider. As a result of this written majority shareholder approval, shareholders will not be required to vote on this matter.

The Company also announces that Robert L. Russell, Max Anhoury and Terry Krepiakevich have resigned from the board. Two new independent board members have been appointed, subject to regulatory approval. The board now consists of 5 members, all of whom will be nominated for election at the upcoming annual shareholders' meeting.

Anacordita McGee, of Charlotte, North Carolina, received her Bachelor of Science in Business Administration and Accountancy, cum laude honors, from the University of the Philippines, Quezon City, Philippines in 1978. She is also qualified as a certified public accountant in the Philippines. Ms. McGee currently works as a consultant with Robert Half Management Resources, Intl.

Yolanda L. Coronel-Armenta of San Diego, California received her Bachelor of Science in Business Administration and Accountancy at University of the Philippines in 1978, two Certificates in Real Estate from UCLA and is qualified as a Certified Public Accountant in both the Philippines and the State of Texas. Ms Coronel-Armenta currently works for Cahan Properties, Inc. as an accountant, finance and leasing officer.

Coincident with these board changes, Andrew J. Russell has stepped down as president and CEO. Manuel Paolo A. Villar has assumed that position as well as the position of chairman of the board. Andrew J. Russell remains on the board as Executive Director.

Manuel Paolo A. Villar, Chairman and CEO, stated "While we wish to thank all the retiring board members for their past efforts in getting the project to where it is today, I wish to particularly thank Bob Russell for his efforts. He has been key in managing to keep the various parties to the transaction focused on moving the project forward. As we welcome our 2 new board members, I look forward to continuing to work with Andy Russell to bring the King-king deposit into production."

Given the short notice of these new appointments, the AGM held on June 26, 2014 was adjourned until July 10, 2014 at which time the various items of business will be dealt with.

King-king Gold-Copper Project

The King-king Copper-Gold Project is located in Pantukan, Compostela Valley, Philippines, and is expected to recover 3.16B lbs. of copper and 5.43M oz. of gold over its 25 year mine and process life. According to the Preliminary Feasibility Study that was press released on September 18, 2013 and then filed on www.sedar.com on November 1, 2013, the Project has a pre-tax NPV of $2.0 billion with an IRR of 24.8%. The mineral reserve amounts to 617.9 million tonnes at 0.300% total copper and 0.395 g/t gold.

About St. Augustine

St. Augustine (SAU.T) is a TSX-listed mining company focused on the development of the King-king Copper-Gold Project. King-king, a copper-gold porphyry deposit located in Pantukan, Compostela Valley, Philippines, is one of the largest undeveloped copper-gold deposits in the world. King-king is listed as a top three-priority project by the Philippine government.

NATIONAL INSTRUMENT 43-101 COMPLIANCE

Mr. James J. Moore, P.E., Vice President Technical of St Augustine and a qualified person under National Instrument 43-101 ("NI 43-101") has reviewed and approved the scientific, technical and economic information contained in this news release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements, other than statements of historical fact included herein are forward-looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include uncertainties related to closing of the financing, fluctuations in gold, copper and other commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; uncertainties relating to the completion of a bankable feasibility study; uncertainty of estimates of capital and operating costs, recovery rates production estimates and estimated economic return; the need for cooperation of the Company's joint venture partner and government agencies in the development of the Company's mineral projects; the need to obtain additional financing to develop the Company's mineral projects; the possibility of delay in development programs or in construction projects and uncertainty of meeting anticipated program milestones for the Company's mineral projects; and other risks and uncertainties disclosed under the heading "Risk Factors" in the Annual Information Form dated March 22, 2013, and filed with Canadian securities regulatory authorities on the SEDAR website at www.sedar.com.

Contacts:
St. Augustine Gold and Copper Ltd.
Kristi Harvie
Manager Investor and Corporate Affairs
+1-509-343-3193
[email protected]

TMX Equicom
Marina Proskurovsky
Account Manager
+1-416-815-0700 ext. 288
[email protected]

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Coca-Cola’s Google powered digital signage system lays the groundwork for a more valuable connection between Coke and its customers. Digital signs pair software with high-resolution displays so that a message can be changed instantly based on what the operator wants to communicate or sell. In their Day 3 Keynote at 21st Cloud Expo, Greg Chambers, Global Group Director, Digital Innovation, Coca-Cola, and Vidya Nagarajan, a Senior Product Manager at Google, will discuss how from store operations...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, will discuss how by using...
The next XaaS is CICDaaS. Why? Because CICD saves developers a huge amount of time. CD is an especially great option for projects that require multiple and frequent contributions to be integrated. But… securing CICD best practices is an emerging, essential, yet little understood practice for DevOps teams and their Cloud Service Providers. The only way to get CICD to work in a highly secure environment takes collaboration, patience and persistence. Building CICD in the cloud requires rigorous ar...
Transforming cloud-based data into a reportable format can be a very expensive, time-intensive and complex operation. As a SaaS platform with more than 30 million global users, Cornerstone OnDemand’s challenge was to create a scalable solution that would improve the time it took customers to access their user data. Our Real-Time Data Warehouse (RTDW) process vastly reduced data time-to-availability from 24 hours to just 10 minutes. In his session at 21st Cloud Expo, Mark Goldin, Chief Technolo...
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lead...
SYS-CON Events announced today that CAST Software will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CAST was founded more than 25 years ago to make the invisible visible. Built around the idea that even the best analytics on the market still leave blind spots for technical teams looking to deliver better software and prevent outages, CAST provides the software intelligence that matter ...
SYS-CON Events announced today that Daiya Industry will exhibit at the Japanese Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ruby Development Inc. builds new services in short period of time and provides a continuous support of those services based on Ruby on Rails. For more information, please visit https://github.com/RubyDevInc.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
SYS-CON Events announced today that Yuasa System will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Yuasa System is introducing a multi-purpose endurance testing system for flexible displays, OLED devices, flexible substrates, flat cables, and films in smartphones, wearables, automobiles, and healthcare.