Silver Predator Enters Into Letter of Intent to Acquire Nevgold Resource Corp.

Silver Predator Enters Into Letter of Intent to Acquire Nevgold Resource Corp.

PR Newswire

TSX: SPD
www.silverpredator.com

VANCOUVER, Nov. 15, 2011 /PRNewswire/ – Silver Predator Corp. (“Silver Predator“) (TSX: SPD) and Nevgold Resource Corp. (“Nevgold“) (TSXV: NDG) are pleased to announce that they have entered into a
letter of intent (the “LOI“) whereby Silver Predator will acquire all of the outstanding
securities of Nevgold (the “Proposed Transaction“). Nathan Tewalt, Chief Executive Officer of Nevgold, will be assuming
the position of Chief Executive Officer of Silver Predator upon
completion of the Proposed Transaction.

“I am pleased to announce this transaction” said William M. Sheriff,
Chairman of Silver Predator. “The addition of Nevgold’s silver assets
to the Silver Predator portfolio, and the benefit of the substantial
experience of Nevgold’s senior management, are anticipated to propel
our company forward as we continue to develop our properties in two of
the world’s preeminent silver jurisdictions.”

Nathan Tewalt, Chief Executive Officer of Nevgold, stated: “By combining
Nevgold’s assets with Silver Predator, we are forming a
well-capitalized Company with significant resources and upside
potential; our whole team looks forward to combining forces to create a
leading silver explorer.”

About Nevgold Resource Corp.

Nevgold’s exploration portfolio includes the Cornucopia Property,
located within the Cornucopia silver mining district in Elko County,
Nevada
, the Copper King Property located two miles north of the Lucky
Friday silver mine in the Coeur d’ Alene District of Idaho, and the
Cordero Property, located seven miles southwest of the town of
McDermitt in Humboldt County, north-central Nevada.

About Silver Predator Corp.

Silver Predator’s corporate mandate is to explore and develop
commercially viable silver resources in the leading silver districts of
Yukon, Canada and Nevada, USA. Working within stable geopolitical
jurisdictions, Silver Predator is focused on silver‐dominant bulk
tonnage and/or high grade opportunities. Proven management plus access
to unparalleled geological talent in the Yukon and extensive experience
in Nevada provide the ability to maximize shareholder value from the
quality asset base. Silver Predator owns or has interests in over 25
properties in Nevada and Yukon, the most significant of which are the
Taylor and Plata Projects.

Terms of the Proposed Transaction

Pursuant to the LOI, Silver Predator and Nevgold have agreed to use
reasonable commercial efforts to prepare a definitive acquisition
agreement (the “Pre-Arrangement Agreement“) with the following principal terms:

(a) Silver Predator will issue 0.5 of a common share of Silver Predator (a “SPD Share“) for each outstanding common share of Nevgold (the “Exchange Ratio“), resulting in the issuance of approximately 7,059,000 SPD Shares; and
(b) outstanding options and warrants to acquire common shares of Nevgold
(the “NDG Shares“) will entitle the holders thereof on exercise to receive SPD Shares,
adjusted for the Exchange Ratio with a corresponding adjustment to the
exercise price. Notwithstanding the foregoing, holders of not less
than 585,000 presently outstanding options of Nevgold must agree to
cancel such options effective on or before the completion of the
Proposed Transaction. Nevgold presently has 710,000 stock options and
1,005,000 warrants outstanding.

Completion of the Proposed Transaction is subject to the satisfaction of
a number of conditions, including without limitation the completion of
due diligence, the execution of the Pre-Arrangement Agreement, and the
receipt of securityholder, court and regulatory approvals.

Each of Nevgold’s directors and officers have entered into a lock-up
agreement with Silver Predator under which they will vote the Nevgold
shares held by them in favour of the Proposed Transaction.

The LOI provides that the Pre-Arrangement Agreement will contain
provisions for a Break Fee (as defined below). In the event the
Proposed Transaction is not completed following the execution of the
Pre-Arrangement Agreement, other than as a result of:

(a) the termination of the Pre-Arrangement Agreement by Silver Predator;
(b) the termination of the Pre-Arrangement Agreement by Nevgold in the event
of a breach by Silver Predator of a covenant or obligation contained in
the Pre-Arrangement Agreement or in the event the parties have not
completed the Proposed Transaction on or before February 28, 2012
(provided, in each case, that Nevgold is not in material default of any
of its obligations under the Pre-Arrangement Agreement);
(c) the inability of Nevgold to obtain the court, regulatory or security
holder approvals required for the completion of the Proposed
Transaction, provided that Nevgold has acted in good faith to obtain
such approvals and the failure to obtain such approvals is not as a
result of any gross negligence or willful misconduct of Nevgold or a
result of a withdrawal or change in Nevgold’s board approval of the
Proposed Transaction; and
(d) the occurrence of an event which prevents or prohibits the completion of
the Proposed Transaction on the same economic or structural terms, due
to causes beyond the control of either party, provided that such event
has not occurred as a result of any gross negligence or willful
misconduct on the part of Nevgold,

then a break fee of $100,000 (the “Break Fee“) will be payable by Nevgold to Silver Predator. Nevgold may elect,
subject to regulatory approval, to pay the Break Fee in units of
Nevgold (“Units“) at a price of $0.20 per Unit, each Unit consisting of one NDG Share
and one-half of one share purchase warrant, each full warrant entitling
Silver Predator to purchase a NDG Share for a period of two years from
the date of issue at a price of $0.25.

Upon the completion of the Proposed Transaction, directors, management
and employees of Nevgold will resign, and Silver Predator will appoint
Nathan Tewalt as Chief Executive Officer and Thomas Chadwick as VP,
Exploration of Silver Predator. Silver Predator will also nominate one
representative of Nevgold, acceptable to SPD, acting reasonably, to its
board of directors upon closing of the Proposed Transaction.

The Proposed Transaction may be considered a “business combination”
under Multilateral Instrument 61-101. The terms contemplate that Nathan
Tewalt
, the Chief Executive Officer and a director of Nevgold, will be
appointed the Chief Executive Officer and a director of Silver Predator
on closing and will have an outstanding US$70,000 loan to Nevgold
repaid by Silver Predator on or shortly following the closing. In
addition, Thomas Chadwick, the President and a director of Nevgold,
will be appointed as VP Exploration of Silver Predator on closing. The
terms and amounts of any compensation to be paid to Nathan Tewalt and
Thomas Chadwick as officers of Silver Predator have yet to be
finalized. As a result of these arrangements, Nathan Tewalt and Thomas
Chadwick
may be considered to be receiving a “collateral benefit” as
defined in Multilateral Instrument 61-101. As a result, the votes
attaching to the NGD Shares beneficially owned, or over which control
or direction is exercised, by Nathan Tewalt (2,191,500 NGD Shares) and
Thomas Chadwick (780,000 NGD Shares) in the aggregate amount of
2,971,500 NGD Shares, will be excluded in determining whether minority
approval of the shareholder resolution approving the Proposed
Transaction has been obtained.

The board of directors of Nevgold may respond to, in accordance with
applicable law or in discharge of its fiduciary duties, any unsolicited
offer or proposal received from a third party, which the board of
directors of Nevgold determines in good faith (after consultation with
its financial advisors, if any, and with its outside legal counsel)
would, if consummated in accordance with its terms, result in a
transaction that is more favourable to the shareholders of Nevgold from
a financial point of view than the Proposed Transaction contemplated by
the LOI (a “Superior Proposal“). Nevgold shall immediately advise Silver Predator of the existence
and terms of any such offer or proposal and provide copies thereof
immediately upon receipt thereof by Nevgold. If, within three business
days of receipt of copies of such offer or proposal, Silver Predator
agrees to amend the terms of the LOI such that the Proposed Transaction
is no less favourable to the shareholders of Nevgold from a financial
point of view than the Superior Proposal, in the opinion of the board
of directors of Nevgold, acting in good faith, then Nevgold shall not
enter into any agreement regarding the Superior Proposal.

Bridge Loan

Pursuant to the LOI, Silver Predator has agreed to advance to Nevgold a
convertible bridge loan, for the purposes of paying Nevgold’s
day-to-day expenses and Nevgold’s expenses related to the Proposed
Transaction, in the maximum amount of $225,000, as follows:

(a) $50,000 upon acceptance of the LOI by Nevgold;
(b) $100,000 upon execution and delivery of the Pre-Arrangement Agreement by
both parties; and
(c) $75,000 upon the mailing to shareholders of Nevgold the information
circular describing the Proposed Transaction.

In the event the Proposed Transaction does not close as and when
provided for in the LOI or in the Pre-Arrangement Agreement, the amount
of the bridge loan will be fully repaid on demand by Silver Predator
or, at the option of Nevgold and subject to regulatory approval,
converted into Units on the same terms as described above.

Further descriptions of Nevgold’s and Silver Predator’s key properties,
as well as additional particulars of the Proposed Transaction, can be
viewed at http://www.silverpredator.com/documents/SPD-NR11-10-2011-11-15-SPD-NDG-Transaction-JWL-FINAL.pdf

None of the securities anticipated to be issued under the Proposed
Transaction have been or will be registered under the United States
Securities Act of 1933, as amended, or any state securities laws, and
such securities are anticipated to be issued in the United States
pursuant to exemptions from such registration requirements. This press
release shall not constitute an offer to sell or solicitation of an
offer to buy any securities in any jurisdiction where such an offer or
sale would be unlawful.

Information Concerning Mineralization and Resources

Unless otherwise indicated, all resource estimates contained in this
news release have been prepared in accordance with National Instrument
43-101 in compliance with Canadian securities laws, which differ from
the requirements of United States securities laws. Without limiting the
foregoing, this news release uses the terms “measured resources”,
“indicated resources” and “inferred resources”. United States investors
are advised that, while such terms are recognized and required by
Canadian securities laws, the United States Securities and Exchange
Commission (“SEC”) does not recognize them. Under United States
standards, mineralization may not be classified as a “reserve” unless
the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
determination is made. United States investors are cautioned not to
assume that all or any part of measured or indicated resources will
ever be converted into reserves. Further, inferred resources have a
great amount of uncertainty as to their existence and as to whether
they can be mined legally or economically. It cannot be assumed that
all or any part of the inferred resources will ever be upgraded to a
higher category. Therefore, United States investors are also cautioned
not to assume that all or any part of the inferred resources exist, or
that they can be mined legally or economically. Disclosure of contained
ounces is permitted disclosure under Canadian regulations; however, the
SEC normally only permits issuers to report resources as in place
tonnage and grade without reference to unit measures. Accordingly,
information concerning descriptions of mineralization and resources
contained in this news release may not be comparable to information
made public by United States companies subject to the reporting and
disclosure requirements of the SEC.

Forward-Looking Statements

This news release contains certain forward-looking information and
statements with the meaning of applicable Canadian and United States
securities laws. The use of any of the words “expect”, “anticipate”,
“continue”, “estimate”, “objective”, “confident”, “might”, “proposed”
and similar expressions are intended to identify forward-looking
information or statements. In particular, but without limiting the
foregoing, this news release contains forward-looking information and
statements pertaining to the Proposed Transaction and the proposed
terms and timing thereof, exploration, development and production of
properties, including the proposed timing and success thereof, and
expected mineralization and mineral resources.

The forward-looking information and statements included in this news
release are not guarantees of future performance and should not be
unduly relied upon. Forward-looking statements are based on current
expectations, estimates and projections that involve a number of risks
and uncertainties, which could cause actual results to differ
materially from those anticipated and described in the forward-looking
statements. Such information and statements involve known and unknown
risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information or statements. These include, but are not
limited to, risks associated with fluctuations in the market price of
the Silver Predator or Nevgold’s common shares, commodity price and
exchange rate fluctuations and uncertainties and risks relating to the
outcome of the Proposed Transaction on the market price, marketability
and liquidity of Silver Predator or Nevgold’s common shares risks
associated with exploration, development and production and other risks
and uncertainties described herein and in the disclosure documents of
Silver Predator and Nevgold filed on the SEDAR website at
www.sedar.com. All forward-looking statements are based on various
assumptions including, without limitation, the presence of and
continuity of minerals and metals at a project at modeled grades, the
availability of equipment, exchange rates and the continued
availability of financing. Although management considers these
assumptions to be reasonable based on information currently available
to it, they may prove to be incorrect.

The forgoing list of assumptions, risks and uncertainties is not
exhaustive. The forward-looking information and statements contained in
this news release speak only as of the date of this news release, and
Silver Predator and Nevgold assume no obligation to update publicly or
revise any forward-looking information or statements, whether as a
result of new information, future events or otherwise, unless so
required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture
) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Silver Predator Corp.

Be the first to comment

Leave a Reply