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International Silver Ridge Resources Inc. and NMC Mining Corp. Provide Update on Proposed Business Combination: Trading in Silver Ridge Shares Resumes
Apr. 13, 2011 (Marketwire Canada) --
VANCOUVER, BRITISH COLUMBIA --
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
International Silver Ridge Resources Inc. ("Silver Ridge") (TSX VENTURE:SR.H) and NMC Mining Corp. ("NMC") are pleased to provide an update on their proposed business combination (the "Business Combination"), and to announce that trading in Silver Ridge Shares on the NEX board of the TSX Venture Exchange will resume effective as of the open of market on April 14, 2011.
On August 26, 2010, Silver Ridge and NMC announced that they had entered into an agreement (the "Master Agreement") with an effective date as of August 11, 2010 providing for the acquisition by Silver Ridge of NMC, a private company existing under the federal laws of Canada. NMC, through its wholly-owned subsidiaries, owns 50% of the Normanby and Sehuela properties on Normanby Island in Papua New Guinea, and has the option to acquire the remaining 50%. Silver Ridge is engaged in mineral exploration. In connection with the Business Combination, it is proposed that Silver Ridge will acquire all of the issued and outstanding common shares of NMC in exchange for common shares of Silver Ridge on a 1:1 basis by way of a three-cornered amalgamation whereby a wholly-owned subsidiary of Silver Ridge will amalgamate with NMC, with the amalgamated company becoming a wholly-owned subsidiary of Silver Ridge. Upon closing of the Business Combination, Silver Ridge intends to change its name to PNG Gold Corporation. The change of name will be subject to the acceptance of the TSX-V and the approval of the British Columbia Registrar of Companies.
Since execution of the Master Agreement, Silver Ridge and NMC have been moving the proposed Business Combination forward. On December 17, 2010, Silver Ridge filed a revised technical report dated November 30, 2010 relating to NMC's Normanby Property in Papua New Guinea on SEDAR. On January 14, 2011, Silver Ridge engaged Canaccord Genuity Corp. to act as its sponsor with respect to the Business Combination under the rules and policies of the TSX Venture Exchange (the "TSX-V"). On February 18, 2011 a meeting of shareholders of NMC was held at which a special resolution approving the Master Agreement and the proposed Business Combination was approved. On March 15, 2011, NMC completed the third and final tranche of its private placement of 6,029,000 common shares at $.50 per share. Aggregate gross proceeds of $3,014,500 were raised from all tranches. Silver Ridge intends to seek the written approval of a majority of its shareholders for the proposed Business Combination, and on March 24, 2011 filed a Filing Statement with respect to the Business Combination with the TSX-V.
NMC's Normanby Property is located about 325km east of Port Moresby and 65 km northeast of Alotau in Milne Bay Province, Papua New Guinea. The Normanby Property is located in the central part of Normanby Island, the southern and eastern most of a three island chain called the D'Entrecasteaux Islands. The Normanby Property is situated along the Rim of Fire, the active circum-Pacific volcanic belt that hosts a number of world-class gold prospects. The Normanby Property contains several named mineral occurrences and/or anomalous zones, the major one being the Imwauna vein system. The occurrences contain mainly high level, epithermal gold mineralization associated with Pleistocene to Recent volcanic activity.
Since August 26, 2010, NMC has spent approximately $1,230,000 on exploration of the Normanby Property. Staff has been hired, and a camp constructed and provisioned on Normanby Island. Mobile equipment has been purchased and mobilized. NMC has conducted mechanical trenching and sampling, and has initiated diamond drilling, on the Normanby Property.
Silver Ridge and NMC have agreed on the members of the management team of the combined company. The President and Chief Executive Officer will be Mr. J.R.H. ("Dick") Whittington. Mr. Whittington is a mining engineer, educated at England's Royal School of Mines, with over 35 years of experience in Canada, Australia, Panama and Mexico. Most recently he was President and CEO of Farallon Mining Ltd. and helped facilitate the friendly takeover of the company by Nyrstar N.V., a Belgium zinc mining and smelting company, for $409 million in January 2011. He successfully led Farallon through the transition from exploration, to development and construction and finally, into commercial production. The Governor General of Canada, Ms. Michaelle Jean, has awarded Mr. Whittington a Governor General's Gold Medal as a result of his work to strengthen ties between Canada and Mexico, and for his commitment to Corporate Social Responsibility in mining. Mr. Whittington will also serve on the board of directors.
The Chief Operating Officer will be Mr. Colin McKenzie. Mr. McKenzie has over 25 years experience in major exploration projects and business development internationally. He currently serves as a director of Cornerstone Capital Resources Inc., prior to which he served as President and Chief Executive Officer of that same company and as Vice President, Exploration for Skye Resources Inc., a TSX-listed resource company with a nickel project in Guatemala acquired by HudBay Minerals Inc. in 2008 in a friendly transaction valued at approximately $460 million. He also previously served as Director, Exploration for Inco Ltd., where he was in charge of exploration in Latin America as well as responsible for generating new business opportunities from Inco's portfolio of non-core exploration properties. From 1996 to 2000 he was Vice President, Exploration for Voisey's Bay Nickel Company, responsible for managing exploration and resource evaluation of the Voisey's Bay deposits. Prior to that he held increasingly senior exploration positions with Rio Algom Limited and at BP Mining Canada Ltd., where he was credited with the discovery of the Hope Brook gold deposit.
The board of directors will be comprised of Mr. Whittington, Mr. Greg Clarkes, Mr. Paul DiPasquale and Mr. Larry Van Hatten. Mr. Clarkes is presently CEO, Chairman and a director of Skana Capital Corp., a publicly traded merchant banking company listed on the TSX-V. He was previously a director and the founder of Skye Resources Inc., a TSX-listed resource company with a nickel project in Guatemala which was acquired by HudBay Minerals Inc. in 2008 in a friendly transaction valued at approximately $460 million. Mr. Di Pasquale has been involved in the securities industry since 1969 and has held various executive positions with responsibility for sales and trading operations for a number of brokerage firms in his career, including; Brink, Hudson & LeFever Ltd., Yorkton Securities Inc., Haywood Securities Inc., Gardiner Watson Ltd. and Walwyn Stodgell. Latterly he was an Executive Vice President and Branch Manager at Canaccord Genuity Corp. Mr. Van Hatten was a partner of Ernst & Young LLP, leading its Vancouver assurance practice until announcing his retirement in June 2010. Prior to May 2005, Mr. Van Hatten was the managing partner of Ellis Foster, Chartered Accountants, a Vancouver-based firm that merged into Ernst & Young LLP in May 2005.
Scientific and technical information concerning NMC's mineral projects contained in this press release has been prepared by or under the supervision of Mr. Colin McKenzie. Mr. McKenzie is a "Qualified Person" within the meaning of NI 43-101. He serves NMC as a consultant, and it is intended he will be Chief Operating Officer of the combined company.
Resumption of trading does not constitute TSX-V acceptance of the Business Combination, and should not be construed as an assurance of the merits of the transaction or the likelihood of completion. Silver Ridge is required to submit all of the required initial documentation relating to the Business Combination within 75 days. IF DOCUMENTATION IS NOT PROVIDED, OR IS INSUFFICIENT, A TRADING HALT MAY BE RE-IMPOSED.
Completion of the Business Combination is subject to a number of conditions, including the approval of the TSX-V, the execution of definitive documentation, the completion of satisfactory due diligence, and the requisite majority approval of shareholders of Silver Ridge. Silver Ridge proposes to obtain the written consent of the majority of its shareholders to the Business Combination in accordance with the rules of the TSX-V. The Business Combination cannot close until the approval of the shareholders of Silver Ridge and all required regulatory approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Business Combination, any information released or received with respect to the proposed Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Silver Ridge should be considered highly speculative.
Canaccord Genuity Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Silver Ridge in connection with the Business Combination. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Business Combination or the likelihood of completion.
The TSX-V has in no way passed upon the merits of the proposed Business Combination and has neither approved nor disapproved the contents of this press release.
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