First Majestic to Acquire Normabec Mining Resources
September 14 2009 - 9:00AM
Marketwired
First Majestic Silver Corp. ("First Majestic") (TSX: FR) and
Normabec Mining Resources Ltd. ("Normabec") (TSX VENTURE: NMB)
(FRANKFURT: N6M) have entered into a definitive agreement (the
"Agreement") whereby First Majestic will acquire Normabec. The
transaction will be an all-share transaction by way of plan of
arrangement (the "Arrangement").
The Agreement, among other things provides that First Majestic
will acquire Normabec in exchange for the issuance directly to
Normabec's shareholders of 0.060425 First Majestic shares for each
Normabec common share outstanding (the "Exchange Ratio"). In
addition to Normabec's current shareholders receiving shares in
First Majestic, they will also receive shares in a newly formed
public company ("NEWCO") which will hold Normabec's interest in the
Pitt Gold Property (and all other Quebec mineral interests
currently held by Normabec) which will continue to be managed by
the existing Normabec management. Subsequent to the completion of
the Arrangement, First Majestic will invest, via a private
placement, C$300,000 in this public company which will represent
approximately 10% of NEWCO.
The Agreement implies a value for each Normabec share of
C$0.1806 (C$0.1406 in First Majestic shares and C$0.04 in NEWCO
shares) and represents a premium of 47.7% to Normabec shareholders
based on the average prices of First Majestic's and Normabec's
common shares for the 20 trading days ended September 11, 2009.
Normabec has approximately 75.3 million shares issued and
outstanding.
Normabec's primary asset is the Real de Catorce Silver Project
which is located in the northern portion of San Luis Potosi state,
Mexico. The property consists of approximately 6326 hectares of
mineral rights which contains a drilled NI 43-101 compliant
resource of 33.69 million Measured & Indicated silver ounces
plus 13.10 million Inferred silver ounces.
Keith Neumeyer, President & CEO of First Majestic stated "We
are continually looking for ways to expand our business including
potential acquisitions. Based on our due diligence we believe the
Real de Catorce Silver Project is an excellent strategic fit and
has the potential to become another important asset for our
company. We believe this transaction will also substantially
benefit Normabec shareholders by not only allowing them to
participate in our future upside, but also allowing them to retain
100% of the growth potential of the Pitt Gold Project in
Quebec."
Robert Ayotte, CEO and President of Normabec stated; "Our
strategic approach has always been to speed-up the development of
the tremendous Real de Catorce Silver District. By this agreement
we feel that our shareholders will participate not only in the
development of this key asset but also in other divisions of First
Majestic in production. Their talented technical and mining team
have been a key factor for this association."
The proposed Arrangement has the unanimous support of the boards
of directors of both Normabec and First Majestic and the Normabec
board of directors has resolved to recommend that the Normabec
shareholders vote in favour of the Arrangement at the special
meeting. Lockup and support agreements have been signed by each
officer and director and the largest shareholder of Normabec to
support the Arrangement. An information circular is expected to be
mailed to all shareholders by no later than mid-October and the
proposed Arrangement is expected to close in early November. The
Agreement includes representations, warranties and covenants
typical of a transaction of this nature. The proposed Arrangement
is subject to the approval of at least 66 2/3% of the votes of
Normabec shareholders represented in person or by proxy at a
special meeting of Normabec shareholders and the approvals of the
Quebec Superior Court and other appropriate regulatory authorities
and certain other conditions customary for transactions of this
nature. A break-up fee of $350,000 is payable by either party in
the event the Agreement is terminated in certain circumstances,
including in connection with Normabec entering into a superior
transaction.
First Majestic has engaged Gryphon Partners as its financial
advisor and McCullough O'Connor Irwin LLP as its Canadian legal
advisor. Normabec has engaged Haywood Securities Inc. as its
financial advisor and Miller Thomson LLP as its Canadian legal
advisor. Haywood Securities Inc. has provided an opinion to the
board of directors of Normabec that, subject to Haywood Securities'
assumptions and limitations and its review and analysis of current
market conditions, the consideration to be received by the
shareholders of Normabec, other than First Majestic and its
affiliates or associates, pursuant to the Agreement is fair, from a
financial point of view.
About First Majestic
First Majestic is a producing silver company focused in Mexico
and is aggressively pursuing its business plan to become a senior
silver producer through the development of its existing assets and
the pursuit through acquisition of additional assets that
contribute to achieving its corporate growth objectives. Presently
First Majestic owns three operating silver mines in Mexico, the La
Encantada, the La Parrilla, and the San Martin Silver Mines, as
well as a project undergoing pre-feasibility known as the Del Toro
Silver Mine. In 2009, First Majestic expects to produce
approximately five million ounces of silver eqv. from its Mexican
silver mines.
About Normabec
Normabec is a junior mining exploration company with a portfolio
of advanced exploration projects including: the 100% owned Pitt
Gold Project in Quebec and the 100% owned Real de Catorce Silver
Project in Mexico.
First Majestic Silver Corp. Normabec Mining Resources Ltd
(signed) "Keith N. Neumeyer" (signed) "Robert Ayotte"
---------------------------------- ------------------------------
Keith N. Neumeyer, President & CEO Robert Ayotte, President & CEO
This press release includes certain "Forward-Looking Statements"
within the meaning of section 21E of the United States Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein, including without
limitation, statements regarding potential mineralization and
reserves, exploration results and future plans and objectives of
First Majestic Silver Corp. are forward-looking statements that
involve various risks and uncertainties. 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.
The securities issuable under the Arrangement have not been and
will not be registered under the United States Securities Act of
1933, as amended, or the securities laws of any state, and are
expected to be issued pursuant to exemptions from such registration
requirements.
Contacts: Normabec Mining Resources Ltd. Robert Ayotte President
& CEO 450-441-9177 info@normabec.com http://www.normabec.com
First Majestic Silver Corp. Keith Neumeyer President & CEO
604-688-3033 info@firstmajestic.com
http://www.firstmajestic.com
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