Maya Gold & Silver Announces Share Exchange Agreement and Unit Subscription by Praetorian Resources Limited for a Total Investment of CAD3,000,000
MONTREAL, QUEBEC -- (Marketwire) -- 07/12/12 -- Maya Gold & Silver Inc. ("Maya" or the "Corporation") (TSX VENTURE: MYA) announced today that it has entered into a share exchange agreement (the "Exchange Agreement") and a subscription agreement (the "Subscription Agreement") with AIM-quoted Praetorian Resources Limited ("Praetorian").
Pursuant to the Subscription Agreement, Praetorian has agreed to subscribe for 5,000,000 units of Maya at a price of CAD0.25 per unit (the "Subscription") for total proceeds to Maya of CAD1,250,000 which represents part of Maya's non-brokered private placement of CAD7,500,000 announced and described in Maya's press release dated June 19, 2012. The 5,000,000 units shall be issued to Praetorian at closing of the said private placement.
Pursuant to the Exchange Agreement, the Corporation issued and exchanged 7,000,000 common shares of the share capital of the Corporation (the "Maya Common Shares") at a deemed issue price of CAD0.25 per Maya Common Share (total aggregate deemed value of CAD1,750,000) for 2,185,315 ordinary shares of Praetorian (the "Praetorian Ordinary Shares") (with 1,092,657 subscription shares of Praetorian (the "Praetorian Subscription Shares") attached on a 1 for 2 basis) at a price of GBP 0.50 per Praetorian Ordinary Share (the "Share Exchange"). Each Praetorian Subscription Share entitles Maya to purchase one additional Praetorian Ordinary Share at a price of GBP 0.70 per Praetorian Ordinary Share, payable in full on subscription. The expiry date for conversion is the last business day in July 2015. The holder of Praetorian Subscription Shares is not entitled to any right of participation in the profits of Praetorian. The Praetorian Subscription Shares and the Praetorian Ordinary Shares trade separately on AIM.
Praetorian is a newly formed natural resource focused investment holding company incorporated in Guernsey. Praetorian's investment strategy is focused on taking opportunistic advantage of investing in mining and energy stocks with depressed valuations arising, inter alia, during cyclic economic downturns. By arranging share exchanges, the intent is to provide its investee companies with an additional means of raising capital particularly where the size of the company isn't currently attractive to institutional investors. Praetorian's admission document is available at www.praetorianresources.com.
The Share Exchange and the Subscription will represent a total investment of CAD3,000,000 by Praetorian in the share capital of Maya and consequently secure a significant new investor with a deep understanding of Maya's industry. Guy Goulet, President and Chief Executive Officer of Maya, commented: "We are pleased that Praetorian, a new resource focused investment holding company, has selected Maya as part of its core of investments. The Praetorian management comprises industry specialists both in corporate finance and resource stock selection. We are pleased to take part in this placing in Praetorian with the firm belief in Praetorian's underlying investment model and we are encouraged by such a strong endorsement by Praetorian of our investment case."
All Maya Common Shares issued in connection with the Share Exchange are subject to a statutory hold period of four months and one day, expiring November 12, 2012. The Share Exchange is subject to the final acceptance of the TSX Venture Exchange.
Maya Gold & Silver Inc. is a Canadian listed mining corporation focused on the exploration and development of gold and silver deposits in Morocco. The Corporation's shares trade on the TSX Venture Exchange under the symbol "MYA".
This release may contain forward-looking statements including management's assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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 for the adequacy or accuracy of this release.