|By Marketwired .||
|July 15, 2014 05:26 PM EDT||
ALBUQUERQUE, NEW MEXICO and VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/15/14 -- Santa Fe Gold Corporation ("Santa Fe") (OTCBB:SFEG) and Canarc Resource Corp. ("Canarc") (TSX:CCM) (OTCBB:CRCUF) are pleased to announce the execution of a strategic share exchange agreement (the "Agreement") pursuant to which Santa Fe will issue 66,000,000 shares of its common stock to Canarc and Canarc will issue 33,000,000 of its common shares to Santa Fe (the "Share Exchange"). Upon consummation of the Share Exchange, Santa Fe will own approximately 17 percent of Canarc's outstanding shares and Canarc will own approximately 34 percent of Santa Fe's outstanding common shares.
The purpose of the Share Exchange is to facilitate a significant turnaround for Santa Fe and a material new opportunity for Canarc driven by the appointment of Canarc nominees to the Santa Fe management team and Board of Directors, the re-capitalization of Santa Fe, the re-structuring of Santa Fe secured debt and re-development of its Summit gold-silver mine in New Mexico to production while preserving Santa Fe's net operating loss carry-forwards totaling in excess of $78 million. The Agreement contains representations, warranties, conditions and covenants of the parties customary for transactions of this type.
In connection with the strategic Share Exchange:
-- Santa Fe's senior secured creditors, Waterton Global Value, L.P. ("Waterton"), Sandstorm Gold Ltd. and Sandstorm Gold (Barbados) Ltd. ("Sandstorm") have entered into respective agreements that demonstrate that they are supportive of the share exchange transaction and that they are amenable to restructuring collectively approximately $20 million of Santa Fe indebtedness. -- Santa Fe has entered into a "best-efforts" Placement Agreement with an investment bank with which Canarc and Endeavour Silver have enjoyed a long standing relationship, pursuant to which will place an estimated $22 million of 8% Gold Bonds Due in 2018 that are redeemable in cash or gold ETF. -- Effective today, Mr. Bradford Cooke, Chairman and Founder of Canarc and Founder and CEO of Endeavour Silver Corp. (NYSE:EXK and TSX:EDR) has been appointed as Chairman of Santa Fe and Santa Fe's board will consist of three current Santa Fe directors: Jakes Jordan, Michael Heeley and Erich Hofer, and two Canarc nominees: Bradford Cooke and Catalin Chiloflischi. To facilitate the appointment of Mr. Bradford Cooke and Catalin Chiloflischi to the Santa Fe Board, Pierce Carson and Glenn Henricksen, have resigned as Directors of Santa Fe effective today. -- Also today, Canarc CEO, Catalin Chiloflischi has been appointed President and Chief Executive Officer and Director of Santa Fe and Canarc Chief Operating Officer, Garry Biles has been appointed Chief Operating Officer of Santa Fe.
Jakes Jordaan, Santa Fe's departing Chairman and Interim CEO, noted five key reasons underlying Santa Fe's Independent Special Committee and the Board opinion that the strategic Share Exchange is expected to significantly increase Santa Fe's long-term stockholder value:
-- "We strengthen our management team and Board of Directors with world- class talent: Canarc's Chairman and Founder, Mr. Bradford Cooke, is also the founder and CEO of Endeavour Silver, a successful silver mining company with three operating mines in Mexico. Mr. Cooke has grown Endeavour Silver from start-up into a significant mid-tier silver and gold producer in 10 years and listed Endeavour on the TSX and NYSE with a market cap of over $600 million today. We believe that under his leadership, Canarc's seasoned management team of mine finders, builders and operators have the experience and capabilities to turn our Summit mine into a near-term profitable producing asset and execute a well- defined and focused growth strategy in Steeplerock mining district; -- We benefit from the restructuring of our Senior Debt. The Canarc team successfully sought the cooperation of Waterton and Sandstorm and their proven operating record and ability to attract capital was a fundamental driver in these discussions; -- We Benefit from the non-dilutive gold bond financing. Canarc introduced us to an investment bank to which Canarc and Endeavour Silver have enjoyed a long standing relationship and successfully negotiated the gold bond financing. Their operating experience and expertise were necessary elements for the investment bank agreeing to act as the lead placement agent for the gold bond financing - a major financing structure with almost no equity dilution to our stockholders; -- We Benefit from Canarc's High-Grade New Polaris Gold mine property. Canarc has spent over $28 million on the discovery and delineation of a high grade gold deposit on its New Polaris Gold Mine Property in British Columbia, Canada. An NI 43-101 compliant resource for Canarc's New Polaris Project consists of approximately 1.4 million tons grading 0.36 oz per ton (opt) Au of measured and indicated resources, and about 2.0 million tons of inferred resources grading also about 0.36 opt Au. Through our 17 percent interest in Canarc, we anticipate future benefits as this project advances toward feasibility and production. -- We Maximize the Future Availability of our Net Operating Loss Carry- forwards. At March 30, 2014, Santa Fe had net operating loss carry- forwards of approximately $78 million. A primary driver underlying the share exchange structure was the desire to preserve this substantial off-balance sheet asset. Should the Summit mine reach its anticipated potential, these NOL carry-forwards should add significant future stockholder value."
Bradford Cooke, Chairman and Founder of Canarc and incoming Chairman of Santa Fe commented: "Today's announcement marks an important step forward that will provide Canarc with significant exposure to and management of a growing gold-silver producer in the near term. The proposed transaction represents a great opportunity for both Canarc and Santa Fe shareholders to benefit from the combination of Santa Fe's Summit mine and Lordsburg mill and Canarc's seasoned management team of mine finders, builders and operators."
Mr. Catalin Chiloflischi, CEO of Canarc and incoming CEO of Santa Fe, highlighted the main reasons why the strategic Share Exchange with Santa Fe could significantly enhance Canarc's long-term shareholder value:
-- "We see an opportunity to replicate the success of the Endeavour business model. Endeavour grew into a strong mid-tier silver-gold mining company through strategic acquisitions of distressed mines in historic districts that held the potential for operational turn-arounds to return the mines to profitability, and new discoveries that could be fast- tracked to production to drive annual organic growth and unfold the full mineral potential of each district. Canarc sees a similar opportunity to create value out of Santa Fe's Summit mine and other properties by following Endeavour's successful business model; -- We Gain exposure to and management of a near-term producing gold-silver mine with significant turnaround potential. Santa Fe plans to redevelop its high grade Summit gold-silver mine and Lordsburg mill into a near- term profitable producing asset which if successful would positively impact Santa Fe's share value and therefore Canarc's share value; -- We See an opportunity to acquire other old mines in the steeplerock district with good potential for new discoveries to drive organic growth. One of the keys to the Endeavour business model is acquiring additional properties and making new discoveries in order to drive organic growth. Canarc's management team is also intimately familiar with the low sulfidation epithermal, high grade vein mines that Endeavour operates. The Summit mine and Steeplerock district are prime examples of such mines, and Canarc sees a similar opportunity to acquire and explore other properties within the Steeplerock district; -- We Gain exposure to and management of Santa Fe's other assets without exposure to their debts. Santa Fe holds an option to purchase the Mogollon gold-silver district and a lease on the Ortiz gold mine properties in New Mexico. Canarc intends to more fully evaluate these assets for potential value creation, but does not have any liability for Santa Fe's debts. -- We can reduce our G&A costs by sharing management and staff with Santa Fe. By sharing certain management members and office staff between Canarc and Santa Fe, we should be able to reduce G&A costs for both companies; -- Canarc will continue to evaluate other strategic opportunities and advance its assets in an effort to create shareholder value. This is just the next step forward for Canarc in our drive to build a successful company. We view the junior gold mining sector as ripe for consolidation"
The foregoing description of the Share Exchange does not purport to be complete, and is qualified in its entirety by reference to the Agreement, which is included as Exhibit 2.1 to Santa Fe's Current Report on Form 8-K, dated July 15, 2014, which has been filed with the SEC and is be available at www.sec.gov.
Completion of the Share Exchange is subject to certain standard conditions, including the approval of Toronto Stock Exchange (TSX) and British Columbia Securities Commission (BCSC).
Mr. Garry Biles, President & COO of Canarc, is the Qualified Person pursuant to NI 43-101 who reviewed and approved the scientific and technical information included in this news release.
A joint conference call to discuss this transaction with shareholders and investors has been scheduled for Wednesday July 16, 2014 at 9.00am PST (12.00pm EST). Please see dialing instructions below.
Conference Call Numbers
Canada & USA Toll Free Dial In: 1 800 319 4610
Outside of Canada & USA call: +1 604 638 5340
About Santa Fe Gold
Santa Fe Gold is a U.S.-based mining and exploration enterprise focused on acquiring and developing gold, silver, copper and industrial mineral properties. Santa Fe controls: (i) the Summit mine and Lordsburg mill in southwestern New Mexico; (ii) a substantial land position near the Lordsburg mill, comprising the core of the Lordsburg Mining District; (iii) the Mogollon gold-silver project, within trucking distance of the Lordsburg mill; (iv) the Ortiz gold property in north-central New Mexico; (v) the Black Canyon mica deposit near Phoenix, Arizona; and (vi) a deposit of micaceous iron oxide (MIO) in Western Arizona. Santa Fe Gold intends to build a portfolio of high-quality, diversified mineral assets with an emphasis on precious metals.
To learn more about Santa Fe Gold, visit www.santafegoldcorp.com.
About Canarc Resource Corp.
Canarc is a growth-oriented, gold exploration and mining company listed on the TSX (CCM) and the OTC-BB (CRCUF). Canarc is currently seeking a partner to advance its 1.1 million oz, high grade, underground, New Polaris gold mine project in British Columbia to feasibility and is preparing to drill its Windfall Hills gold properties in central B.C. Canarc is also seeking to acquire interests in operating or pre-production gold mines in the Americas.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS - SAFE HARBOR
This press release contains forward-looking statements. Those statements constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 and forward-looking information under Canadian securities law. Forward-looking statements can be identified by the use of words such as "expects," "projects," "plans," "will," "may," "anticipates," believes," "should," "intend," "estimates," and other words of similar meaning. These statements include, among others, the anticipated purpose of the Share Exchange to facilitate a turn-around of Santa Fee, recapitalization of Santa Fe, restructuring of Santa Fe debt, redevelopment of the Summit Gold-Silver Mine, preserving net operations less carry forwards, anticipated best efforts placement of gold bonds, expectations of replicating the Endeavor business model, expectations related to creating shareholder value and other statements that are not historical fact. These statements are subject to risks and uncertainties that cannot be predicted or quantified, and our actual results may differ materially from those expressed or implied by such forward-looking statements, including the following risks and uncertainties: financing risks, exploration and development risks, gold-silver commodity price risks, risks related to obtaining consents, permits and licenses, regulatory and governmental risks, currency fluctuation risks, TSX and BCSC approval, uncertainty of the outcomes of litigation and risks associated with the inherent uncertainty of future litigation results, adverse outcomes in litigation may result in significant monetary damages or injunctive relief that could adversely affect our ability to conduct our business. All forward-looking statements included in this release are made as of the date of this press release, and the parties assume no obligation to update any such forward-looking statements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the gold bonds, and shall not constitute an offer, solicitation or sale of any gold bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Act.
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of So...
Sep. 30, 2016 08:00 PM EDT Reads: 1,560
What are the new priorities for the connected business? First: businesses need to think differently about the types of connections they will need to make – these span well beyond the traditional app to app into more modern forms of integration including SaaS integrations, mobile integrations, APIs, device integration and Big Data integration. It’s important these are unified together vs. doing them all piecemeal. Second, these types of connections need to be simple to design, adapt and configure...
Sep. 30, 2016 07:30 PM EDT Reads: 540
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
Sep. 30, 2016 07:15 PM EDT Reads: 451
24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to connect your brand strategy with the right consumer. 24Notion ranked #12 on Corporate Social Responsibility - Book of List.
Sep. 30, 2016 07:15 PM EDT Reads: 422
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
Sep. 30, 2016 07:15 PM EDT Reads: 5,374
The Jevons Paradox suggests that when technological advances increase efficiency of a resource, it results in an overall increase in consumption. Writing on the increased use of coal as a result of technological improvements, 19th-century economist William Stanley Jevons found that these improvements led to the development of new ways to utilize coal. In his session at 19th Cloud Expo, Mark Thiele, Chief Strategy Officer for Apcera, will compare the Jevons Paradox to modern-day enterprise IT, e...
Sep. 30, 2016 07:00 PM EDT Reads: 2,450
Major trends and emerging technologies – from virtual reality and IoT, to Big Data and algorithms – are helping organizations innovate in the digital era. However, to create real business value, IT must think beyond the ‘what’ of digital transformation to the ‘how’ to harness emerging trends, innovation and disruption. Architecture is the key that underpins and ties all these efforts together. In the digital age, it’s important to invest in architecture, extend the enterprise footprint to the cl...
Sep. 30, 2016 06:45 PM EDT Reads: 741
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management solutions, helping companies worldwide activate their data to drive more value and business insight and to transform moder...
Sep. 30, 2016 06:30 PM EDT Reads: 2,903
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Sep. 30, 2016 06:15 PM EDT Reads: 1,617
What does it look like when you have access to cloud infrastructure and platform under the same roof? Let’s talk about the different layers of Technology as a Service: who cares, what runs where, and how does it all fit together. In his session at 18th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, an IBM company, spoke about the picture being painted by IBM Cloud and how the tools being crafted can help fill the gaps in your IT infrastructure.
Sep. 30, 2016 06:15 PM EDT Reads: 3,141
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2016 Silicon Valley. The 19th Cloud Expo and 6th @ThingsExpo will take place on November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Interne...
Sep. 30, 2016 06:15 PM EDT Reads: 3,526
Digital innovation is the next big wave of business transformation based on digital technologies of which IoT and Big Data are key components, For example: Business boundary innovation is a challenge to excavate third-party business value using IoT and BigData, like Nest Business structure innovation may propose re-building business structure from scratch, as Uber does in the taxicab industry The social model innovation is also a big challenge to the new social architecture with the design fr...
Sep. 30, 2016 05:45 PM EDT Reads: 1,370
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 lea...
Sep. 30, 2016 05:30 PM EDT Reads: 720
Whether they’re located in a public, private, or hybrid cloud environment, cloud technologies are constantly evolving. While the innovation is exciting, the end mission of delivering business value and rapidly producing incremental product features is paramount. In his session at @DevOpsSummit at 19th Cloud Expo, Kiran Chitturi, CTO Architect at Sungard AS, will discuss DevOps culture, its evolution of frameworks and technologies, and how it is achieving maturity. He will also cover various st...
Sep. 30, 2016 04:45 PM EDT Reads: 2,011
Adobe is changing the world though digital experiences. Adobe helps customers develop and deliver high-impact experiences that differentiate brands, build loyalty, and drive revenue across every screen, including smartphones, computers, tablets and TVs. Adobe content solutions are used daily by millions of companies worldwide-from publishers and broadcasters, to enterprises, marketing agencies and household-name brands. Building on its established design leadership, Adobe enables customers not o...
Sep. 30, 2016 04:30 PM EDT Reads: 439