They're at it again!2015-06-09 09:47 ET - News Release Also News Release (C-CRG) Corona Gold Corp (2) Also News Release (C-EAG) Eagle Hill Exploration Corp (2) Also News Release (C-RYG) Ryan Gold Corp Also News Release (C-TME) Temex Resources Corp Mr. Jose Vizquerra of Oban Mining reports OBAN MINING CORPORATION TO COMBINE WITH EAGLE HILL EXPLORATION CORPORATION-TEMEX RESOURCES CORP.-RYAN GOLD CORP.-CORONA GOLD CORPORATION Oban Mining Corp. has entered into binding letter agreements providing for the launching of supported share exchange takeover bids with each of Eagle Hill Exploration Corp., Temex Resources Corp., Ryan Gold Corp. and Corona Gold Corp. Oban has the option to revise the transaction structure for each bid and proceed by way of plan of arrangement should it conclude that it is necessary or desirable. Completion of the transactions is subject to Toronto Stock Exchange approval. The combination of these five companies will create a leading Canadian-focused gold exploration and development company (New Oban). In addition, Oban has agreed, subject to TSX approval, to complete a private placement with Osisko Gold Royalties Ltd., whereby Osisko will invest up to $20-million in common shares in the capital of Oban at a price of 11 cents per Oban share (the deemed net asset value per share value of Oban), provided that such investment shall not be for more than 19.9 per cent of New Oban. The financing commitment includes the grant to Osisko of first rights to participate in royalties and streams to be created by New Oban, pro rata financing participation rights and the right to nominate three directors to the board of New Oban. For a period of five years from the date of closing of the private placement, Osisko will have a one-time right, should New Oban seek financing through the debt or equity markets, to provide first financing to Oban equal to $5-million in exchange for the granting by Oban of a 1-per-cent net smelter return over such properties as are wholly owned by Oban immediately following completion of the private placement. New Oban will be headquartered in Montreal with a Toronto corporate office. Exploration, engineering and administrative services will be provided by Montreal-based Osisko. "This is an exciting new chapter in Canadian mining," stated John Burzynski, chairman of Oban. "Postconsolidation, New Oban brings together major exploration assets in Ontario and Quebec under experienced management in a well-capitalized vehicle, with over $65-million in cash and a significant global gold resource. We are particularly excited to have Dundee Corp. and Osisko as key shareholders in the resultant company, by virtue of their respective existing holdings in four of the companies involved in the combination and Osisko's investment in this new vehicle." The transaction brings together mining industry leaders Sean Roosen and Ned Goodman as co-chairs of the new board of directors, together with Patrick F.N. Anderson, Mr. Burzynski, Murray John, Rene Marion, Keith McKay, Jose Vizquerra, Robert Wares and David Christie. Management changes will see the current chairman of Oban, Mr. Burzynski, appointed president and chief executive officer of New Oban, while Jose Vizquerra, current president and chief executive officer of Oban, will become senior vice-president and chief operating officer of New Oban. Eagle Hill president and chief executive officer Mr. Christie stated: "Windfall Lake is a strong asset and is ready for the next stage of investment to move it towards feasibility and development. With this transaction, our shareholders not only receive an excellent premium, but will also gain access to a well-funded company run and directed by one of the top exploration and mining groups in the Canadian mining industry. The Osisko group's experience in exploration, development and mining success in Quebec is unparalleled." Temex Resources Corp. president and CEO Ian Campbell commented: "This is a great opportunity for our shareholders as not only will our core exploration projects of Whitney and Juby be well funded, but our shareholders will be provided with the opportunity to gain immediate exposure to other excellent exploration and predevelopment assets. On behalf of the board of directors and Temex management, we are delighted to offer our shareholders the once-in-a-lifetime opportunity to participate in what we envision is the birth of a new Canadian mining house led by the elite of our industry." Ryan Gold president and CEO Mark Goodman stated: "As president and CEO of Ryan Gold, I am very pleased to bring this opportunity to our shareholders to join what I feel has the potential to be the start of an outstanding Canadian mining company. Our shareholders will have the opportunity to come into New Oban with a premium on our current share price and participate in what I have no doubt will be a well-led, well-financed and success-oriented new Canadian mining story. We are proud to be partners in this new company." Corona president and CEO Mr. John commented: "We are pleased to offer Corona shareholders the opportunity to join New Oban. Corona shareholders are being offered a significant premium and more importantly have the opportunity to participate in what will become one of the best-funded exploration and development companies in Canada. Our board unanimously recommends acceptance of the offer." Particulars of the transactions In relation to Eagle Hill, Oban has agreed to offer Eagle Hill shareholders 10 Oban shares in exchange for each common share of Eagle Hill. The offer will provide Eagle Hill shareholders with a premium of 258 per cent to the 15-day volume-weighted average price (VWAP) of Eagle Hill on the TSX Venture Exchange ending on June 8, 2015. Additionally, each shareholder of Eagle Hill will receive five common share purchase warrants of Oban per common share of Eagle Hill. Each warrant will entitle the holder thereof to purchase one Oban share at a price of 15 cents per Oban share, for a period of 36 months following the closing date. Oban will make an application to the TSX to list the warrants. Pursuant to the transaction, existing Eagle Hill warrants will become exercisable into the transaction consideration. Shareholders of Eagle Hill representing 57 per cent of the common shares of Eagle Hill have entered into lockup agreements with Oban in support of the transaction. In relation to Temex, Oban has agreed to offer Temex shareholders 0.78 of an Oban share in exchange for each common share of Temex. The offer will provide Temex shareholders with a premium of 35 per cent to the 15-day VWAP of Temex on the TSX Venture Exchange ending on June 8, 2015. Shareholders of Temex representing 1 per cent of the common shares of Temex have entered into lockup agreements with Oban in support of the transaction. In relation to Ryan Gold, Oban has agreed to offer Ryan Gold shareholders 1.88 Oban shares in exchange for each common share of Ryan Gold. The offer will provide Ryan Gold shareholders with a premium of 69 per cent to the 15-day VWAP of Ryan Gold on the TSX Venture Exchange ending on June 8, 2015. Shareholders of Ryan Gold representing 29 per cent of the common shares of Ryan Gold have entered into lockup agreements with Oban in support of the transaction. In relation to Corona, Oban has agreed to offer Corona shareholders 7.671 Oban shares in exchange for each common share of Corona. The offer will provide Corona shareholders with a premium of 146 per cent to the 15-day VWAP of Corona on the TSX Venture Exchange ending on June 8, 2015. Shareholders of Corona representing 45 per cent of the common shares of Corona have entered into lockup agreements with Oban in support of the transaction. New Oban will have approximately 1,105.9 million common shares outstanding on a postconsolidation basis and will have an estimated market capitalization of approximately $122-million (based on postconsolidation trading price of 11 cents per share, which corresponds to the deemed net asset value per share value of Oban agreed for the purposes of the transactions). Upon closing of the transactions, and prior to giving effect to the private placement by Osisko, the ownership percentages of each group will be as follows: Eagle Hill (28 per cent), Temex (16 per cent), Ryan Gold (24 per cent) and Corona Gold (19 per cent). Following the combination, it is estimated that Osisko and Dundee will own approximately 18 per cent and 15 per cent of New Oban, respectively. Pursuant to the binding agreements, Oban has committed to working with each of the other companies to settle binding agreements and launch the takeover bids (or such other transaction structure as Oban may determine necessary or desirable) on or before June 30, 2015, and in any event no later than July 21, 2015. Each offer is to be subject to typical conditions, including a requirement to obtain 66-2/3-per-cent support from the shareholders of each company. Certain of the transactions are cross-conditional, including the requirement by each of Eagle Hill, Corona and Ryan Gold that their acquisitions may only be completed together and with the placement from Osisko also being completed. Bonterra private placement As part of the consolidation of the Urban Barry camp, Oban has entered into an agreement to acquire 19.9 per cent of the common shares of Bonterra Resources Inc. at a price of 22 cents per share. The private placement is conditional upon the entry into a subscription agreement and satisfactory due diligence by Oban. Upon closing, Oban will have the right to nominate one member to Bonterra's board of directors. Dundee Corp. has delivered lockups in connection with its holdings in Ryan Gold, Corona and Eagle Hill. In connection with the transaction, Dundee Corp. received advice from Dundee Securities Ltd. Oban's financial adviser is Cormark Securities Inc., and its legal counsel is Bennett Jones LLP. Cormark Securities provided an opinion to Oban's board of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Oban. Haywood Securities Inc. is acting as financial adviser to Eagle Hill, and Morton Law LLP is acting as legal counsel to Eagle Hill. Haywood Securities has provided a fairness opinion to the special committee of the board of directors of Eagle Hill that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Eagle Hill pursuant to the transaction is fair, from a financial point of view, to the shareholders of Eagle Hill. Temex's financial adviser is GMP Securities LP, and legal counsel is Norton Rose Fulbright Canada LLP. GMP Securities LP provided an opinion to Temex's board of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Temex. Ryan Gold and Corona's financial adviser is Primary Capital Inc., and legal counsel is Norton Rose Fulbright Canada LLP. Primary Capital provided an opinion to both Ryan Gold and Corona's boards of directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of both Ryan Gold and Corona. Medallist Capital Ltd. acted as financial adviser to Bonterra Resources Inc. in connection with the private placement by Oban. Conference call information Oban will host a conference call on Tuesday, June 9, 2015, at 11 a.m. EDT, where senior management will discuss the details of the combination. Those interested in participating in the conference call should dial in approximately five to 10 minutes before the start of the conference to allow ample time to access at 1-877-223-4471 (North American toll-free), or 1-647-788-4922 (international). An operator will direct participants to the call. The conference call replay will be available from 2 p.m. EST on June 9, 2015, until 11:59 p.m. EDT on June 16, 2015, with the following dial-in number: 1-416-621-4642 or toll-free 1-800-585-8367, access code 62969809. We seek Safe Harbor. © 2015 Canjex Publishing Ltd. All rights reserved. Mobile Old Site Home Daily Products Help Contact Us Your Account System Status © 2015 Canjex Publishing Ltd. All rights reserved. "Stockwatch" is a