Santa Fe Gold and Canarc Resource Announce Strategic Share Exchange;
Commitment for $22 Million Gold Bond Financing
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
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:
oSanta Fe's senior secured creditors, Waterton Global Value, L.P.
("Waterton"), Sandstorm Gold Ltd. and Sandstorm Gold (Barbados) Ltd.
("Sandstorm") have entered into respective agreements that demonstrate
that they are supportive of the share exchange transaction and that they
are amenable to restructuring collectively approximately $20 million of
Santa Fe indebtedness.
oSanta Fe has entered into a "best-efforts" Placement Agreement with an
investment bank with which Canarc and Endeavour Silver have enjoyed a long
standing relationship, pursuant to which will place an estimated $22
million of 8% Gold Bonds Due in 2018 that are redeemable in cash or gold
oEffective today, Mr. Bradford Cooke, Chairman and Founder of Canarc and
Founder and CEO of Endeavour Silver Corp. (NYSE:EXK and TSX:EDR) has been
appointed as Chairman of Santa Fe and Santa Fe's board will consist of
three current Santa Fe directors: Jakes Jordan, Michael Heeley and Erich
Hofer, and two Canarc nominees: Bradford Cooke and Catalin Chiloflischi.
To facilitate the appointment of Mr. Bradford Cooke and Catalin
Chiloflischi to the Santa Fe Board, Pierce Carson and Glenn Henricksen,
have resigned as Directors of Santa Fe effective today.
oAlso today, Canarc CEO, Catalin Chiloflischi has been appointed President
and Chief Executive Officer and Director of Santa Fe and Canarc Chief
Operating Officer, Garry Biles has been appointed Chief Operating Officer
of Santa Fe.
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:
o"WE STRENGTHEN OUR MANAGEMENT TEAM AND BOARD OF DIRECTORS WITH WORLD-CLASS
TALENT: Canarc's Chairman and Founder, Mr. Bradford Cooke, is also the
founder and CEO of Endeavour Silver, a successful silver mining company
with three operating mines in Mexico. Mr. Cooke has grown Endeavour
Silver from start-up into a significant mid-tier silver and gold producer
in 10 years and listed Endeavour on the TSX and NYSE with a market cap of
over $600 million today. We believe that under his leadership, Canarc's
seasoned management team of mine finders, builders and operators have the
experience and capabilities to turn our Summit mine into a near-term
profitable producing asset and execute a well-defined and focused growth
strategy in Steeplerock mining district;
oWE BENEFIT FROM THE RESTRUCTURING OF OUR SENIOR DEBT.The Canarc team
successfully sought the cooperation of Waterton and Sandstorm and their
proven operating record and ability to attract capital was a fundamental
driver in these discussions;
oWE BENEFIT FROM THE NON-DILUTIVE GOLD BOND FINANCING.Canarc introduced us
to an investment bank to which Canarc and Endeavour Silver have enjoyed a
long standing relationship and successfully negotiated the gold bond
financing. Their operating experience and expertise were necessary
elements for the investment bank agreeing to act as the lead placement
agent for the gold bond financing - a major financing structure with
almost no equity dilution to our stockholders;
oWE BENEFIT FROM CANARC'S HIGH-GRADE NEW POLARIS GOLD MINE PROPERTY.Canarc
has spent over $28 million on the discovery and delineation of a high
grade gold deposit on its New Polaris Gold Mine Property in British
Columbia, Canada. An NI 43-101 compliant resource for Canarc's New
Polaris Project consists of approximately 1.4 million tons grading 0.36 oz
per ton (opt) Au of measured and indicated resources, and about 2.0
million tons of inferred resources grading also about 0.36 opt Au.
Through our 17 percent interest in Canarc, we anticipate future benefits
as this project advances toward feasibility and production.
oWE MAXIMIZE THE FUTURE AVAILABILITY OF OUR NET OPERATING LOSS
CARRY-FORWARDS.At March 30, 2014, Santa Fe had net operating loss
carry-forwards of approximately $78 million. A primary driver underlying
the share exchange structure was the desire to preserve this substantial
off-balance sheet asset. Should the Summit mine reach its anticipated
potential, these NOL carry-forwards should add significant future
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:
o"WE SEE AN OPPORTUNITY TO REPLICATE THE SUCCESS OF THE ENDEAVOUR BUSINESS
MODEL. Endeavour grew into a strong mid-tier silver-gold mining company
through strategic acquisitions of distressed mines in historic districts
that held the potential for operational turn-arounds to return the mines
to profitability, and new discoveries that could be fast-tracked to
production to drive annual organic growth and unfold the full mineral
potential of each district. Canarc sees a similar opportunity to create
value out of Santa Fe's Summit mine and other properties by following
Endeavour's successful business model;
oWE GAIN EXPOSURE TO AND MANAGEMENT OF A NEAR-TERM PRODUCING GOLD-SILVER
MINE WITH SIGNIFICANT TURNAROUND POTENTIAL. Santa Fe plans to redevelop
its high grade Summit gold-silver mine and Lordsburg mill into a near-term
profitable producing asset which if successful would positively impact
Santa Fe's share value and therefore Canarc's share value;
oWE SEE AN OPPORTUNITY TO ACQUIRE OTHER OLD MINES IN THE STEEPLEROCK
DISTRICT WITH GOOD POTENTIAL FOR NEW DISCOVERIES TO DRIVE ORGANIC GROWTH.
One of the keys to the Endeavour business model is acquiring additional
properties and making new discoveries in order to drive organic growth.
Canarc's management team is also intimately familiar with the low
sulfidation epithermal, high grade vein mines that Endeavour operates.
The Summit mine and Steeplerock district are prime examples of such mines,
and Canarc sees a similar opportunity to acquire and explore other
properties within the Steeplerock district;
oWE GAIN EXPOSURE TO AND MANAGEMENT OF SANTA FE'S OTHER ASSETS WITHOUT
EXPOSURE TO THEIR DEBTS. Santa Fe holds an option to purchase the
Mogollon gold-silver district and a lease on the Ortiz gold mine
properties in New Mexico. Canarc intends to more fully evaluate these
assets for potential value creation, but does not have any liability for
Santa Fe's debts.
oWE CAN REDUCE OUR G&A COSTS BY SHARING MANAGEMENT AND STAFF WITH SANTA
FE. By sharing certain management members and office staff between Canarc
and Santa Fe, we should be able to reduce G&A costs for both companies;
oCANARC WILL CONTINUE TO EVALUATE OTHER STRATEGIC OPPORTUNITIES AND ADVANCE
ITS ASSETS IN AN EFFORT TO CREATE SHAREHOLDER VALUE. This is just the next
step forward for Canarc in our drive to build a successful company. We
view the junior gold mining sector as ripe for consolidation"
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
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.
Catalin Chiloflischi, CEO
Toll Free: 1-877-684-9700 Tel: (604) 685-9700 Fax: (604) 685-9744
Email: email@example.com Website: www.canarc.net
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
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
SOURCE Santa Fe Gold Corporation
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