VANCOUVER, Jan. 20 /CNW Telbec/ - Bolero Resources Corp. (the "Company" or "Bolero"), (TSX-V: BRU), (FRANKFURT: U7N1) intends to make a share-exchange takeover bid to acquire all of the outstanding common shares of Gryphon Gold Corporation ("Gryphon Gold"), (TSX: GGN), at an implied offer price of approximately $0.25 cents per share (based on Gryphon Gold's January 19th, 2010, closing share price of $0.20) in a transaction which would value the fully diluted share capital of Gryphon Gold at approximately $18 million. Under the proposed offer, Gryphon Gold common shareholders would be entitled to receive one Bolero common share for every two Gryphon Gold common shares held (exchange ratio). Bolero has a thorough understanding of the potential of Gryphon Gold's Borealis Gold Property and other assets, and believes that the proposed exchange ratio and implied premium offered would represent fair value to Gryphon Gold shareholders considering Gryphon Gold's existing debt load.
Highlights of the Proposed Offer:
- Based on the number of fully diluted Gryphon Gold common shares, as
publicly disclosed, Bolero would plan to issue under the proposed offer
approximately 35,098,702 million common shares (equivalent to 64% of
the enlarged Bolero share capital) to Gryphon Gold shareholders.
- Bolero's offer would extend to all Gryphon Gold common shares that are
currently issued and outstanding or may be issued prior to the expiry
of the proposed offer, upon conversion, exchange or exercise of any
Gryphon Gold securities or other entitlements.
- Based on the closing price of Bolero's common shares on January 19th,
2010, the implied offer price would represent a premium of
approximately 25% based on the latest closing price on January 19th,
2010 and 25.8% on the 21-day volume weighted average price to the same
date of Gryphon Gold's common shares, respectively.
It was Bolero's intention to proceed with a friendly offer. On January 11, 2010, Bolero's President and Chief Executive Officer, R. Bruce Duncan, spoke to John L. Key, Gryphon Gold's President and Chief Executive Officer, indicating that Bolero had a keen interest in pursuing discussions with Gryphon Gold particularly in light of Gryphon Gold's press release announcement of December 29, 2009. Gryphon stated that Gryphon Gold had formed a Special Committee to investigate business combination opportunities. Stemming from this initial contact, Bolero and Gryphon Gold executed a Non Disclosure Agreement on January 14, 2010 and Bolero followed up with a letter agreement outlining a proposed business combination and to provide short term debt financing assistance to allow Gryphon Gold to meet a property option payment on or before February 22, 2010. Bolero received a reply from Gryphon Gold however such reply was inadequate and without appropriate explanation or elaboration. Consequently, Bolero feels that is left without any other option but to consider making an offer directly to Gryphon Gold's shareholders and allow them to decide on the merits of Bolero's proposed offer.
Details of the Offer:
Full details of the offer will be contained in a formal offer and takeover bid circular to be filed with applicable security regulatory authorities and mailed to Gryphon Gold shareholders. Bolero expects to formally launch the offer as soon as Bolero completes further due diligence on Gryphon Gold. Any offer will remain open for at least 35 days following the commencement of the offer.
Bolero will formally request from Gryphon Gold a list of shareholders for the purpose of disseminating the offer documents to such holders.
The proposed offer, when and if made by Bolero will be subject to certain customary conditions of completion, including:
- That a minimum of 66-2/3% of the outstanding common shares of Gryphon
Gold on a fully diluted basis are tendered to the offer;
- Receipt of all necessary regulatory approvals, including the approval
of the TSX Venture Exchange;
- Absence of any material undisclosed litigation or liabilities;
- Absence of any material and adverse changes;
- No untrue statements or omissions in Gryphon's public disclosure;
- Other usual and customary conditions of offers of this type.
Bolero has engaged Aird & Berlis LLP as legal counsel in connection with the proposed offer.
This transaction is subject to acceptance by the TSX Venture Exchange.
Bolero Resources Corp. is a Canada-based molybdenum mineral development and exploration company. Our primary assets are 100% interests in two significant molybdenum properties located in Montana, USA, which are the Bald Butte and Cannivan Gulch properties. The Company is listed on the TSX-Venture Exchange under the symbol BRU, as well as the Frankfurt Exchange under U7N1. For more information, please visit www.boleroresources.ca.
On behalf of the Board of Directors
"R. Bruce Duncan"
President & CEO
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
SOURCE BOLERO RESOURCES CORP.
For further information: For further information: R. Bruce Duncan, President & CEO, (604) 683-3995, Fax: (604) 683-3988, firstname.lastname@example.org; www.boleroresources.ca