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SOURCE Santa Fe Gold Corporation
Restructuring of Santa Fe Debts With Senior Secured Creditors;
New Chairman, Management and Board Appointments and; Plan to re-develop summit mine to production; Joint conference call on Wednesday, July 16 at 9 am PDT (12 pm EDT)
ALBUQUERQUE, N.M. and VANCOUVER, British Columbia, July 15, 2014 /PRNewswire/ -- Santa Fe Gold Corporation ("Santa Fe", OTCQB: SFEG) and Canarc Resource Corp. ("Canarc", CCM: TSX and CRCUF: OTC-BB) 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:
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:
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:
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.
Santa Fe Gold Corp
Catalin Chiloflischi, President and Chief Executive Officer
Toll Free: 1-877-684-9700; Tel: (604) 685-9700
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