Vancouver, BC / TNW-Accesswire / October 1, 2015 / Golden Arrow Resources Corporation (TSX-V: GRG, FRA: GAC (WKN: A0B6XQ), "Golden Arrow" or the "Company") is pleased to announce that it has entered into a business combination agreement (the "Agreement") with Silver Standard Resources Inc. (TSX-SSO; NASDAQ -- SSRI, "Silver Standard") which contemplates the joint development of Golden Arrow's Chinchillas project and an agreement to combine the producing Pirquitas Mine and the Chinchillas project, located approximately 35 kilometres apart in Jujuy Province of Argentina, into a single new operation.
Subject to an 18-month period of pre-development activities (the "Preliminary Period"), Silver Standard will have the right to commence a business arrangement that will see the Pirquitas Mine and the Chinchillas project combined into a 75% (Silver Standard) 25% (Golden Arrow) jointly owned mining business, with Silver Standard assuming the role of operator.
"Combining these two neighboring assets offers compelling benefits and allows us to accelerate the development of Chinchillas while benefiting from the existing infrastructure and cash flow being generated at the producing Pirquitas Mine" stated Joseph Grosso, Executive Chairman, President and Chief Executive Officer of Golden Arrow. "With this partnership we have the potential to deliver attractive returns to our shareholders while ensuring the Chinchillas project is advanced, creating immediate and lasting benefits for residents and communities in the region."
During the Preliminary Period, Silver Standard will pay Golden Arrow up to C$2M on completion of certain milestones, and invest up to an estimated US$12.6M, with a minimum expenditure commitment of US$4M, at Chinchillas to advance the project and evaluate the feasibility of developing a combined mining business with its existing Pirquitas operation. Golden Arrow will assist in the pre-development activities and evaluation process. Furthermore, Golden Arrow will be paid an amount equal to 25% of the Pirquitas mine's cash equivalent earnings during the Preliminary Period, less certain expenditures for exploration (including pre-development expenditures), capital investment and closure costs incurred during the Preliminary Period, based on a pre-defined formula, payable on closing of the business combination.
Silver Standard's Pirquitas silver-zinc mine had record production in 2014 of 8.7 million ounces of silver and 30.0 million pounds of zinc, exceeding annual silver and zinc production guidance. 2015 guidance was revised upwards during the year and is anticipated between 9.5 and 10.5 million ounces of silver and between 10 and 12 million pounds of zinc1 . Golden Arrow's Chinchillas project is an advanced exploration stage silver-zinc-lead project containing measured and indicated resources totaling 64 million ounces of silver and inferred resources totaling 140 million ounces of silver as at 31 July 2015 (25.9 Mt @ 77.2 g/t Ag indicated, 90.0 Mt @ 50.2 g/t Ag inferred); for full details refer to the Technical Report filed on SEDAR dated September 14th, 2015).
Benefits of the Transaction
- Advancement of Chinchillas: During the Preliminary Period, the Chinchillas project will be subjected to additional drill programs and engineering studies, without the need for any dilutive financing by Golden Arrow. If Silver Standard elects to complete the formation of the joint venture, the combined business will contribute to the fast-track development of the Chinchillas property, through net cash flow generated by the producing Pirquitas Mine. Should the business combination not move forward, the Chinchillas project will be at an advanced stage, with data available to complete an independent Pre-Feasibility or Feasibility Study.
- Exposure to Existing Production: If the joint venture is formed, Golden Arrow will benefit from exposure to the existing producing Pirquitas operation. The transaction has been structured so that on formation of the joint venture, Silver Standard will make a cash payment to Golden Arrow to reflect the cash equivalent earnings, less certain expenditures, retroactive to the time of signing the Agreement, based on a pre-defined formula.
- Enhanced Growth Profile: The combination of the Pirquitas Mine and the Chinchillas project would have the potential to transform the current operations at Pirquitas by extending mine life and creating a combined operation with an enhanced growth profile.
- Strengthened Financial Position: Golden Arrow will benefit from the receipt of up to C$2M from Silver Standard, subject to certain milestones, during a Preliminary Period of pre-development activities. If the joint venture is formed, Golden Arrow will receive a cash payment from Silver Standard and the combined operation will contribute to the fast-track development of the Chinchillas property, through net cash flow generated by the producing Pirquitas Mine.
- Reduced Capital Cost: The existing production facilities at the Pirquitas Mine and establishment of common infrastructure would enable the development of the Chinchillas project for lower capital cost.
- Increased Operating Capabilities: A combined operation would be managed and overseen by a proven operational management team with extensive mine construction and operational expertise.
- Enhanced Community Benefits: Golden Arrow and Silver Standard will undertake extensive engagement with communities and stakeholders to guide the joint development of the Chinchillas project to ensure the combined operation provides employment opportunities and lasting community investment. In the months ahead, project staff will be meeting with members of the community to explain the benefits to the community of the combined operation and work collaboratively to define the community engagement model.
Summary Transaction Terms
Under the terms of the proposed business combination, Silver Standard will have the right during the Preliminary Period to advance the technical and permitting activities required up to the time of a development decision on the Chinchillas project. During the Preliminary Period, Silver Standard has committed to fund certain pre-development expenditures up to US$12.6M, subject to a minimum expenditure commitment of US$4M.
For the first six months of the Preliminary Period, Golden Arrow will be appointed by Silver Standard, on a cost recovery basis, to undertake initial pre-development activities at the Chinchillas project, including overseeing up to 17,000 meters of drilling, and will provide operational support for Silver Standard's exploration and technical teams.
In consideration for granting Silver Standard the rights to conduct pre-development activities at Chinchillas during the Preliminary Period, Silver Standard has agreed to pay to Golden Arrow: (i) C$0.5M on signing of the transaction agreements; (ii) C$0.5M within five business days after the shareholders of Golden Arrow approve the transaction; (iii) C$0.5M within five business days after the earlier of the 6 month anniversary of the shareholder approval for the transaction and the date of election to proceed with the joint venture; and (vi) C$0.5M within five business days after the earlier of the 12 month anniversary of the shareholder approval for the transaction and the date of election to proceed with the joint venture.
At any time during the Preliminary Period, Silver Standard has the sole right to elect to enter into a 75% (Silver Standard) 25% by a new entity to be owned by the existing shareholders of Golden Arrow) ("New Golden Arrow") joint venture concerning the producing Pirquitas Mine and Chinchillas project.
On formation of the joint venture, Silver Standard will make an exercise payment to Golden Arrow using a formula based on public disclosures being, 25% of the value of:
- Payable silver ounces sold x (average silver price minus disclosed cash costs)
- Minus capital expenditures
- Minus reclamation expenditures
- Minus Chinchillas pre-development expenditures
- Minus taxes on repatriation
Details of the Proposed Business Combination
The business combination with be effected by way of a court approved Plan of Arrangement (the "Arrangement"). The Arrangement will be subject to approval by two thirds of the votes cast at a special meeting of the Golden Arrow shareholders.
It is expected that Golden Arrow will prepare and mail a meeting circular to its shareholders within 45 days, and that the special meeting of shareholders will be held by the end of the year.
The Board of Golden Arrow has received an opinion from its financial advisor, Salman Partners Inc., that the consideration being offered under the Arrangement is fair, from a financial point of view, to the shareholders of Golden Arrow, other than Silver Standard.
The Board of Directors of Golden Arrow has unanimously concluded that the Arrangement is in the best interests of Golden Arrow and has recommended that its shareholders vote in favour of the transaction. The directors, officers, insiders and certain shareholders of Golden Arrow holding approximately 18.5% of the shares of Golden Arrow have entered into lock-up agreements with Silver Standard whereby such shareholders have agreed to vote in favour of the Arrangement.
The Arrangement is subject to a number of customary conditions including court and shareholder approval, the approval of the TSX Venture Exchange and the listing of the shares of New Golden Arrow on the TSX Venture Exchange. There can be no certainty that the Arrangement will complete.
Salman Partners Inc. is acting as financial advisor to Golden Arrow and has provided a fairness opinion to the Golden Arrow Board in connection with the transaction. Blake, Cassels & Graydon LLP is acting as legal counsel to Golden Arrow.
About Golden Arrow:
Golden Arrow is a Vancouver based explorer focused on identifying, acquiring and advancing precious and base metal projects in Argentina with the goal of achieving a world class discovery. The main focus is on advancing the flagship Chinchillas Silver Project located in Jujuy, Argentina. Golden Arrow is a member of Grosso Group, a management company specialized in resource exploration, and working in Argentina where it is highly regarded and trusted since 1993.
ON BEHALF OF THE BOARD
Mr. Joseph Grosso, Executive Chairman, President and CEO
For further information please contact:
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this news release constitutes "forward-looking statements", concerning the business, operations and financial performance and condition of.
Generally, these forward-looking statements 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", "be achieved" or "has the potential to".
Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Golden Arrow to be materially different from those expressed or implied by such forward-looking statements. Golden Arrow believes that the expectations reflected in this forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this press release should not be unduly relied upon. This information speaks only as of the date of this news release. In particular, this release may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from the Arrangement; potential to reduce capital at Chinchillas, financial returns to shareholders, the Benefits of the Transaction; the closing of the Transaction, the exercise of the option by Silver Standard and the receipt of the necessary shareholder and other approvals.
There can be no assurance that such statements will prove to be accurate and may differ materially from those anticipated in this forward looking information. Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral reserves and mineral resources described can be profitably produced in the future. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. Golden Arrow does not undertake any obligation to publicly update or revise any forward-looking information after the date of this news release to conform such information to actual results or to changes in their respective expectations except as otherwise required by applicable legislation.
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