Goldsource Mines and Eagle Mountain Complete Business Combination;
Goldsource Mines Completes $2.4 Million Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 3, 2014) -
Goldsource Mines Inc. (TSX-VENTURE:GXS)(FRANKFURT:G5M)
("Goldsource") and Eagle Mountain Gold Corp.
(TSX-VENTURE:Z)(FRANKFURT:E9X1)(OTCQX:EMGCF) ("Eagle Mountain") are
pleased to announce that they have successfully completed their
previously announced business combination.
J. Scott Drever, Chief Executive Officer stated: "We are pleased
that the transaction has come to a successful conclusion. The new
Goldsource Mines brings together a powerful combination of
well-defined gold resources and dynamic, successful people with
strong financial capabilities. We are convinced that these
attributes will set the stage for accelerated development of the
Eagle Mountain Gold Project and enable us to commence gold
production in Guyana on a 'phased' production basis prior to year
end."
Ioannis (Yannis) Tsitos, President stated: "We are pleased to
announce the successful completion of the merger. The overwhelming
support received from our shareholders and the common vision and
strategy for the development of the Eagle Mountain Gold Project in
Guyana have been crucial in making this combination a success. As
President of the new Goldsource Mines, I look forward to working
with such a dynamic and experienced management team. I believe this
new era will drive significant growth and sustainable value for the
company and its shareholders."
Completion of Business
Combination
On February 28, 2014, Goldsource and Eagle Mountain completed
their business combination (the "Transaction") as jointly announced
on November 26, 2013. As a result, all of the shareholders of Eagle
Mountain have become shareholders of Goldsource and a corporation
into which Eagle Mountain was amalgamated has become a wholly owned
subsidiary of Goldsource. Pursuant to the Transaction, each common
share of Eagle Mountain has been exchanged for 0.52763 of a common
share of Goldsource.
The transfer agent for the common shares of Goldsource is
Computershare Trust Company of Canada ("Computershare"). A letter
of transmittal will be sent to the former Eagle Mountain registered
shareholders with instructions for the exchange through
Computershare of their existing Eagle Mountain share certificates
for certificates representing the common shares of Goldsource to
which they are entitled under the Transaction. Beneficial
shareholders whose shares are registered in the name of their
broker or an agent of that broker will receive the common shares of
Goldsource to which they are entitled under the Transaction
directly in their brokerage account.
As a result of the Transaction, Eagle Mountain's common shares
will be delisted from the TSX Venture Exchange on the date
announced in a TSX Venture Exchange Bulletin and from other public
trading markets in due course.
Goldsource's Completion
of $2.4 Million Private Placement
Goldsource also concurrently completed on February 28, 2014 the
private placement ("Private Placement") of 17,142,858 units at a
price of $0.14 per unit for gross proceeds of $2.4 million. Each
unit consisted of one common share of Goldsource and one-half of a
warrant of Goldsource, with each whole warrant being exercisable
for one common share of Goldsource at a price of $0.20 per share
for a term of three years until February 28, 2017.
Goldsource will have the right to accelerate the expiry date of
the warrants if the Volume Weighted Average Price of the common
shares of Goldsource on the TSX Venture Exchange is greater than
$0.65 per share for any 20 consecutive trading days after the first
18 months of the term. In such case, upon notice by Goldsource, any
warrants which remain unexercised will expire 30 days after such
notice.
Proceeds from the Private Placement will be used to advance the
Eagle Mountain Gold Project and for general working capital
purposes. No commission or finder's fee was payable on the Private
Placement. The shares and warrants issued under the Private
Placement and the shares issuable upon exercise of the warrants are
all subject to a hold period that expires on June 29, 2014.
Goldsource Share
Capital
As a result of the Transaction and the Private Placement,
Goldsource has 75,490,316 common shares outstanding and has an
aggregate of 29,212,629 common shares reserved for issuance upon
exercise of outstanding options and warrants.
As a condition of Goldsource's completion of the Transaction, an
amendment of Eagle Mountain's joint venture agreement on the Eagle
Mountain Gold Project was completed with OMAI Gold Mines Ltd.
("OMAI"), a subsidiary of IAMGOLD Corporation. Goldsource has
agreed to issue to or to the order of OMAI a total of 3,389,279
Goldsource common shares subject to the terms of the amendment and
TSX Venture Exchange approval. Further details of this transaction
are forthcoming.
Goldsource Directors
and Officers
Upon the completion of the Transaction, Goldsource's directors
and officers are as follows:
J.
Scott Drever |
- |
Chief
Executive Officer and Director |
Ioannis (Yannis) Tsitos |
- |
President and Director |
Jonathan Dubois-Phillips |
- |
Director |
Steven B. Simpson |
- |
Director |
Graham C. Thody |
- |
Chairman and Director |
N.
Eric Fier |
- |
Chief
Operating Officer |
Barney Magnusson |
- |
Chief
Financial Officer |
Bernard Poznanski |
- |
Corporate Secretary |
Further information
on Goldsource, its business and properties, and the Transaction is
contained in Eagle Mountain's Information Circular dated January
24, 2014 filed on SEDAR. Information on Goldsource directors and
officers is available on the Goldsource website:
www.goldsourcemines.com.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking statements"
within the meaning of Canadian securities legislation. Such
forward-looking statements concern Goldsource's anticipated
consolidated results and developments in Goldsource's consolidated
operations in future periods, planned exploration and development
of the Eagle Mountain Gold Project, plans related to its business
and other matters that may occur in the future. These statements
relate to analyses and other information that are based on
expectations of future performance, including gold production and
planned work programs. Statements derived from mineral resource
estimates may also constitute forward-looking statements to the
extent that they involve estimates of the mineralization that will
be encountered if the Eagle Mountain property is
developed.
Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors which could
cause actual events or results to differ from those expressed or
implied by the forward-looking statements, including, without
limitation: risks related to precious and base metal price
fluctuations; risks related to fluctuations in the currency markets
(particularly the Guyanese dollar, Canadian dollar and United
States dollar); risks related to the inherently dangerous activity
of mining, including conditions or events beyond control of
Goldsource, and operating or technical difficulties in mineral
exploration, development and mining activities; uncertainty in the
Goldsource's ability to raise financing and fund the development of
the Eagle Mountain Gold Project; uncertainty as to actual capital
costs, operating costs, production and economic returns, and
uncertainty that development activities will result in a profitable
mining operation at the Eagle Mountain Gold Project; risks related
to mineral resource figures being estimates based on
interpretations and assumptions; risks related to governmental
regulations and obtaining necessary licenses and permits; risks
related to the business being subject to environmental laws and
regulations; risks relating to inadequate insurance or inability to
obtain insurance; risks related to potential litigation; risks
related to the global economy; risks related to the Eagle Mountain
Gold Project being located in Guyana, including political,
economic, social and regulatory instability. Should one or more of
these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking statements. The
forward-looking statements are based on beliefs, expectations and
opinions of management on the date the statements are made. For the
reasons set forth above, investors should not place undue reliance
on forward-looking statements.
The information provided in this news release is not
intended to be a comprehensive review of all matters and
developments concerning Goldsource and its business combination
with Eagle Mountain. It should be read in conjunction with all
other disclosure documents of the two companies. The information
contained herein is not a substitute for detailed investigation or
analysis.
Neither the
TSX Venture Exchange nor its Regulation Service Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Goldsource Mines Inc.J. Scott DreverCEO+1 (604)
694-17601-866-691-1760 (Canada & USA)Goldsource Mines
Inc.Ioannis (Yannis) TsitosPresident+1 (604) 694-17601-866-691-1760
(Canada & USA)Goldsource Mines Inc.Fred CooperInvestor
Relations+1 (604) 694-1760 / 1-866-691-1760 (Canada & USA)+1
(604) 694-1761info@goldsourcemines.comwww.goldsourcemines.com
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