first majestic to acquire more silver..First Majestic to Acquire Normabec Mining Resources
VANCOUVER, BRITISHCOLUMBIA--(Marketwire - Sept. 14, 2009) - First Majestic Silver Corp.("First Majestic") (TSX:FR) and Normabec Mining Resources Ltd.("Normabec") (TSX VENTURE:NMB) (FRANKFURT:N6M) have entered into adefinitive agreement (the "Agreement") whereby First Majestic willacquire Normabec. The transaction will be an all-share transaction byway of plan of arrangement (the "Arrangement").
The Agreement, among other things provides that First Majestic willacquire Normabec in exchange for the issuance directly to Normabec'sshareholders of 0.060425 First Majestic shares for each Normabec commonshare outstanding (the "Exchange Ratio"). In addition to Normabec'scurrent shareholders receiving shares in First Majestic, they will alsoreceive shares in a newly formed public company ("NEWCO") which willhold Normabec's interest in the Pitt Gold Property (and all otherQuebec mineral interests currently held by Normabec) which willcontinue to be managed by the existing Normabec management. Subsequentto the completion of the Arrangement, First Majestic will invest, via aprivate placement, C$300,000 in this public company which willrepresent 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) andrepresents a premium of 47.7% to Normabec shareholders based on theaverage prices of First Majestic's and Normabec's common shares for the20 trading days ended September 11, 2009. Normabec has approximately75.3 million shares issued and outstanding.
Normabec's primary asset is the Real de Catorce Silver Projectwhich is located in the northern portion of San Luis Potosi state,Mexico. The property consists of approximately 6326 hectares of mineralrights which contains a drilled NI 43-101 compliant resource of 33.69million Measured & Indicated silver ounces plus 13.10 millionInferred silver ounces.
Keith Neumeyer, President & CEO of First Majestic stated "Weare continually looking for ways to expand our business includingpotential acquisitions. Based on our due diligence we believe the Realde Catorce Silver Project is an excellent strategic fit and has thepotential to become another important asset for our company. We believethis transaction will also substantially benefit Normabec shareholdersby not only allowing them to participate in our future upside, but alsoallowing them to retain 100% of the growth potential of the Pitt GoldProject in Quebec."
Robert Ayotte, CEO and President of Normabec stated; "Our strategicapproach has always been to speed-up the development of the tremendousReal de Catorce Silver District. By this agreement we feel that ourshareholders will participate not only in the development of this keyasset but also in other divisions of First Majestic in production.Their talented technical and mining team have been a key factor forthis association."
The proposed Arrangement has the unanimous support of the boards ofdirectors of both Normabec and First Majestic and the Normabec board ofdirectors has resolved to recommend that the Normabec shareholders votein favour of the Arrangement at the special meeting. Lockup and supportagreements have been signed by each officer and director and thelargest shareholder of Normabec to support the Arrangement. Aninformation circular is expected to be mailed to all shareholders by nolater than mid-October and the proposed Arrangement is expected toclose in early November. The Agreement includes representations,warranties and covenants typical of a transaction of this nature. Theproposed Arrangement is subject to the approval of at least 66 2/3% ofthe votes of Normabec shareholders represented in person or by proxy ata special meeting of Normabec shareholders and the approvals of theQuebec Superior Court and other appropriate regulatory authorities andcertain other conditions customary for transactions of this nature. Abreak-up fee of $350,000 is payable by either party in the event theAgreement is terminated in certain circumstances, including inconnection with Normabec entering into a superior transaction.
First Majestic has engaged Gryphon Partners as its financialadvisor and McCullough O'Connor Irwin LLP as its Canadian legaladvisor. Normabec has engaged Haywood Securities Inc. as its financialadvisor and Miller Thomson LLP as its Canadian legal advisor. HaywoodSecurities Inc. has provided an opinion to the board of directors ofNormabec that, subject to Haywood Securities' assumptions andlimitations and its review and analysis of current market conditions,the consideration to be received by the shareholders of Normabec, otherthan First Majestic and its affiliates or associates, pursuant to theAgreement is fair, from a financial point of view.
About First Majestic
First Majestic is a producing silver company focused in Mexico andis aggressively pursuing its business plan to become a senior silverproducer through the development of its existing assets and the pursuitthrough acquisition of additional assets that contribute to achievingits corporate growth objectives. Presently First Majestic owns threeoperating silver mines in Mexico, the La Encantada, the La Parrilla,and the San Martin Silver Mines, as well as a project undergoingpre-feasibility known as the Del Toro Silver Mine. In 2009, FirstMajestic expects to produce approximately five million ounces of silvereqv. from its Mexican silver mines.
About Normabec
Normabec is a junior mining exploration company with a portfolio ofadvanced exploration projects including: the 100% owned Pitt GoldProject in Quebec and the 100% owned Real de Catorce Silver Project inMexico.
First Majestic Silver Corp. Normabec Mining Resources Ltd
(signed) "Keith N. Neumeyer" (signed) "Robert Ayotte"
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Keith N. Neumeyer, President & CEO Robert Ayotte, President & CEO