VANCOUVER, Jan. 14, 2016 /CNW/ - Kootenay Silver
Inc. (TSX-V: KTN) ("Kootenay") and Northair Silver
Corp. (TSX-V: INM) ("Northair") are pleased to be
hosting a live conference call and audio webcast today,
Thursday January 14, 2015 at
8:00 am Pacific Time (11:00 am Eastern Time).
Conference call and live audio webcast details are
located at the end of this release and on the Kootenay and Northair
websites at www.kootenaysilver.com and www.northairsilver.com.
A copy of the investor presentation that will be used during
the conference call is currently available at:
Kootenay-Presentation and Northair-Presentation.
The conference call will discuss the significance of the
proposed business combination between Kootenay and Northair to
create a leading Mexican silver exploration and development company
and consolidator.
Highlights of the Transaction:
Exchange
Ratio
|
- 0.35x shares
of KTN + 0.15x warrants of KTN per INM share
held - KTN warrants with
a strike of $0.55, 5 year term, will be listed on the
TSX-V
|
Implied
Consideration(1)
|
- Implied
consideration of $0.071 (spot basis) & $0.076 (VWAP20 basis)
per share to INM, including value of the warrant
consideration(2) - Premium of 58% to INM spot price, 45% to INM
VWAP20
|
Structure
|
- Kootenay to
acquire Northair via Court approved Plan of Arrangement
|
Approvals
|
- INM
shareholder approval by >66 2/3% - Court and regulatory approvals
|
Other Key
Terms
|
- INM to
nominate two directors to join the KTN board of
directors - KTN
management to continue in their current roles
|
Timeline
|
- Signing of the
Definitive Agreement expected early February, 2016
- Expected closing early April
2016
|
(1)
|
As of the close on
January 12, 2016
|
(2)
|
Warrants valued
using the Black-Scholes methodology, employing a 1.5% risk-free
rate, 5 year life and a 65% volatility
|
Conference Call and Webcast Information
Participants may join the call by dialing 1-416-340-2218 /
1-800-355-4959 in Canada and the
United States. Callers outside of North America may refer to:
https://www.confsolutions.ca/ILT?oss=1P29R8003554959. The
conference call will be archived for later playback until
January 28, 2016 and may be accessed
by dialing 1-905-694-9451 / 1-800-408-3053 and entering the pass
code 7750990. Callers outside of North America may refer to:
https://www.confsolutions.ca/ILT?oss=4P29R8004083053.
In addition a live webcast of the conference call can be accessed
via the following link: http://www.gowebcasting.com/7229.
Qualified
Persons
The Kootenay technical information in this news release has been
prepared in accordance with the Canadian regulatory requirements
set out in NI 43-101 and reviewed on behalf Kootenay by
James McDonald, P.Geo, President,
CEO & Director for Kootenay, a Qualified Person.
The Northair disclosure of a scientific or technical nature
contained in this news release was reviewed by David Ernst, a professional geologist and
vice-president of exploration of Northair, who is a Qualified
Person in accordance with the requirements of NI 43-101.
About Kootenay
Kootenay Silver Inc. is an exploration company actively
engaged in the discovery and development of mineral projects in the
Sierra Madre Region of Mexico and
in British Columbia, Canada. The
Company's top priority is the advancement of precious metals
projects contained within its Promontorio Mineral Belt in
Sonora, Mexico. This includes its
La Negra high-grade silver discovery and its Promontorio Silver
Resource. Kootenay's core objective is to develop near term
discoveries and long-term sustainable growth. Management comprises
proven professionals with extensive international experience in all
aspects of mineral exploration, operations and venture capital
markets. Multiple, ongoing J/V partnerships in Mexico and Canada maximize potential for additional new
discoveries while maintaining minimal share dilution.
About Northair
Northair is focused on advancing its flagship La Cigarra
silver project located in the state of
Chihuahua, Mexico, 26 kilometres from the historic silver
mining city of Parral. The property boasts nearby power, good road
access, gentle topography, established infrastructure and currently
hosts a NI 43-101 Resource estimate of 51.47 million ounces of
silver in the Measured & Indicated categories grading 86.3 g/t
silver and 11.46 million ounces of silver in the Inferred category
grading 80 g/t silver. The mineralized system at La Cigarra has
been traced over 6.5 kilometres and is defined at surface as a
silver soil anomaly and by numerous historic mine workings. The La
Cigarra silver deposit is open along strike and at depth and is
approximately 25km north, and along strike of Grupo Mexico's
Santa Barbara mine and
Minera Frisco's San Francisco del Oro mine.
Neither the 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
The information in this news release has been prepared as at
January 13, 2016. Certain statements
in this news release, referred to herein as "forward-looking
statements", constitute "forward-looking statements" under the
provisions of Canadian provincial securities laws. These statements
can be identified by the use of words such as "expected", "may",
"will" or similar terms.
Forward-looking statements are necessarily based upon a number
of factors and assumptions that, while considered reasonable by
Kootenay and Northair as of the date of such statements, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Forward-looking
statements in this press release relate to, among other things:
anticipated benefits of the Transaction to Kootenay and Northair
and their respective shareholders; the pro rata shareholdings of
the current shareholders of Northair in Kootenay; the timing and
receipt of required shareholder, court, stock exchange and
regulatory approvals for the Transaction; the ability of Kootenay
and Northair to satisfy the other conditions to, and to complete,
the Transaction; the anticipated timing of the mailing of the
information circular regarding the Transaction; the closing of the
Transaction; analyst coverage, liquidity and access to capital
markets of Kootenay; length of the current market cycle and the
requirements for an issuer to survive the current market cycle and
future growth potential for Kootenay. 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. Forward-looking statements reflect the
beliefs, opinions and projections on the date the statements are
made and are based upon a number of assumptions and estimates that,
while considered reasonable by the respective parties, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many
factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements and the parties have
made assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation:
satisfaction or waiver of all applicable conditions to closing of
the Transaction including, without limitation, receipt of all
necessary securityholder, court, stock exchange and regulatory
approvals or consents and lack of material changes with respect to
the parties and their respective businesses; the synergies expected
from the Transaction not being realized; business integration
risks; fluctuations in general macro-economic conditions;
fluctuations in securities markets and the market price of
Kootenay's shares; fluctuations in the spot and forward price of
silver, base metals or certain other commodities; fluctuations in
the currency markets (such as the Canadian dollar versus the U.S.
dollar); changes in national and local government, legislation,
taxation, controls, regulations and political or economic
developments; risks and hazards associated with the business of
mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins and flooding); inability to obtain
adequate insurance to cover risks and hazards; and the presence of
laws and regulations that may impose restrictions on mining;
employee relations; relationships with and claims by local
communities and indigenous populations; availability and increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development, including the risks
of obtaining necessary licenses, permits and approvals from
government authorities; title to properties; the failure to meet
the closing conditions thereunder and the failure by counterparties
to such agreements to comply with their obligations
thereunder. In addition, Northair may in certain
circumstances be required to pay a non-completion or other fee to
Kootenay, the result of which could have a material adverse effect
on Northair's financial position and results of operations and its
ability to fund growth prospects and current operations.
Readers should not place undue reliance on the forward-looking
statements and information contained in this news release
concerning these times. Many factors, known and unknown, could
cause actual results to be materially different from those
expressed or implied by such forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date made. Except as
otherwise required by law, Kootenay and Northair expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any such statements to reflect any change
in Kootenay or Northair's expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Cautionary Note to United States Investors Concerning
Estimates of Measured, Indicated and Inferred Mineral
Resources: This news release uses the terms "Measured and
Indicated Resources" and "Inferred Resources", which have a great
amount of uncertainty as to their existence, and great uncertainty
as to their economic feasibility. It cannot be assumed that all or
any part of a Measured and Indicated and/or Inferred Mineral
Resource will ever be upgraded to a higher category. Under Canadian
rules, estimates of Inferred Resources may not form the basis of
feasibility or other economic studies. Kootenay and Northair
advises U.S. investors that while this term is recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize it. U.S. investors are cautioned not
to assume that part or all of a Measured, Indicated and Inferred
resource exists, or is economically or legally minable.
SOURCE Kootenay Silver Inc.