Search Minerals Announces Termination of Proposed Acquisition of MSFA
TORONTO, July 16, 2014 /PRNewswire/ - Search Minerals Inc. ("Search" or the "Company") (TSXV: SMY) today announced that it has delivered notice of termination of the Share Purchase Agreement dated January 22, 2014 among Search, Brasilis Kaduna Consultoria e Participações Ltda. and MS Marpin Consultoria e Participações Ltda. (the "Purchase Agreement") pursuant to which the Company had proposed to acquire the outstanding quotas of Mineração São Francisco de Assis Ltda. ("MSFA"). The Purchase Agreement was originally announced by the Company in a press release dated January 27, 2014 (see: "Search Minerals Announces Reverse Takeover Acquisition of Mineração São Francisco de Assis Ltda.," January 27, 2014).
Search has determined that it is necessary to terminate the Purchase Agreement as certain conditions of the transaction have not been satisfied in a timely manner as required pursuant to the Purchase Agreement. The termination is effective July 15, 2014.
Stephen Keith, President and CEO of Search, commented "We still strongly believe in Search's fundamental strategy which focuses on critical metals with strong market fundamentals, growing demand and restricted supply. As such, we continue to pursue other transactions in the tin sector, focusing on assets that can be fast-tracked to production. Management and the Board of Directors feel that continuing to pursue the acquisition of MSFA, as structured, would not be in favour of Search's shareholders, and we do not wish to remain halted as we pursue new opportunities and partnerships. This was a very difficult decision for the Company, but one that we made with a view towards shareholders' value and future growth. In the context of today's difficult markets, the MSFA transaction became too dilutive to Search's existing shareholders and did not recognize the substantial progress we've made at our Foxtrot Rare Earth Project. As we work to develop our corporate strategy, Search will continue actively pursuing its work on building out a strong rare earth asset and we expect to report on its development shortly".
Trading in the Search Shares has been halted since August 20, 2013 following the initial announcement by the Company of the proposed acquisition. As Search is no longer proceeding with the acquisition, the Search shares are expected to recommence trading on July 18, 2014 following the issuance of a trading bulletin by the TSX Venture Exchange.
Search is pleased to announce that its annual and special meeting of the holders of Search Shares (the "Meeting") has been scheduled for September 24, 2014 at 10:00 a.m. (Toronto time). The Meeting will be held at Suite 5300, TD Bank Tower, 66 Wellington Street West, Toronto, Ontario. The matters to be considered at the Meeting will be set forth in the notice of meeting and information circular to be provided to shareholders in advance of the Meeting.
About Search Minerals:
Search Minerals Inc. (TSXV: SMY) is a TSX Venture Exchange listed company focused on creating value through finding and developing mineral assets with growing demand and constrained or restricted supply, and with increasing use in innovative technologies. The Company is actively pursuing opportunities and partnerships in critical metals, including, but not limited to, tin, tungsten, dysprosium and neodymium, prioritizing projects that can be partnered, funded and developed in a relatively short period of time, in strategic, friendly jurisdictions.
Search is the discoverer of the Port Hope Simpson REE District, a highly prospective light and heavy REE belt located in southeast Labrador, where the Company controls a dominant land position in a belt 70 km long and up to 8 km wide. In addition, Search holds a number of additional mineral prospects in Newfoundland and Labrador in its portfolio, including claims in the Strange Lake Complex (where Quest Rare Minerals has a Joint Venture with Search); and at the Red Wine Complex (where Great Western Minerals Group has a Joint Venture with Search).
All material information on the Company may be found on its website at www.searchminerals.ca and on SEDAR at sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information:
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Company's objectives, goals or future plans and the business and operations of the Company following the termination of the proposed acquisition of MSFA. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; and those additional risks set out in Search's public documents filed on SEDAR at www.sedar.com. Although Search believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date this news release and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, Search disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Search Minerals Inc.