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CAT Chimata Gold Corp (delisted)

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Share Name Share Symbol Market Type
Chimata Gold Corp (delisted) TSXV:CAT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Staccato Gold Announces Business Combination With Timberline Resources

23/03/2010 12:58pm

Marketwired Canada


Staccato Gold Resources Ltd. (TSX VENTURE:CAT) ("Staccato") is pleased to
announce that it has entered into a definitive agreement (the "Agreement") with
Timberline Resources Corporation (NYSE Amex:TLR) ("Timberline"), whereby
Timberline will acquire, through a court-approved plan of arrangement, all of
the issued and outstanding common shares of Staccato by way of a share exchange
(the "Arrangement"). Under the Agreement, Staccato shareholders will receive one
share of common stock of Timberline and US$0.0001 for every seven Staccato
common shares held (the "Exchange Ratio"). This represents a value of
approximately C$0.17 per Staccato share based on the closing price of Timberline
shares on the NYSE Amex on March 22, 2010, an 82% premium to the closing price
of Staccato shares on the date prior to announcement of the Arrangement and a
76% premium to Staccato's 20-day volume weighted average closing price. 


Agreement and Arrangement Details

Upon completion of the Arrangement, Timberline will have approximately 56
million common shares issued and outstanding, with 73 million shares on a fully
diluted basis. Current Timberline shareholders will own approximately 74% of the
shares outstanding and former Staccato shareholders will own approximately 26%.
On a fully diluted basis, Timberline will be owned 71% by current Timberline
shareholders and 29% by current Staccato shareholders.


Pursuant to the Agreement, the holders of a portion of the outstanding Staccato
options and the holders of all Staccato warrants will be entitled to receive
Timberline options and warrants at the Exchange Ratio and with corresponding
changes to the exercise price based on the Exchange Ratio. The balance of the
outstanding Staccato options will either be exchanged for Staccato shares or
cancelled at closing.


The Arrangement has been unanimously approved by the Board of Directors of
Staccato and the management and directors of both companies have entered into
support agreements. Staccato's Board received a fairness opinion from Paradigm
Capital Inc. The Agreement contains a commitment from Staccato not to solicit or
initiate discussions concerning alternative transactions to the proposed
Arrangement.


Following completion of the Arrangement, the Board of Directors will consist of
seven directors from Timberline.


Completion of the Arrangement is subject to customary closing conditions
including the receipt of all necessary court and regulatory approvals and a
favorable vote of at least two-thirds of the holders of Staccato common shares
voted at a special meeting of shareholders to be held on May 14, 2010 and a
favorable vote of a majority of the holders of Timberline common shares voted at
a special meeting of its shareholders. 


Timberline will seek a listing on the TSX Venture Exchange (the "TSX-V") with
the intent to have a listing in Canada and on the NYSE Amex. The Agreement
provides for the payment of reciprocal break fees under certain conditions, and
the Arrangement is expected to close by June 15, 2010.


Investor Conference Call

An investor conference call to discuss the details of the Arrangement will be
held on Wednesday, March 24, 2010. Paul Dircksen, Chairman and Vice President
Exploration of Timberline, Randal Hardy, Timberline's Chief Executive Officer,
and Grant Ewing, Chief Executive Officer of Staccato will host the call. 


Conference Call Details:



Date:    March 24, 2010                                  
Time:    1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) 
Dial in: Canada and USA Toll Free Dial In: 1-800-214-0694
         Outside of Canada and USA:         1-719-955-   
         1425                                            
Passcode:713423                                          



A link to a replay of the call will be available for two weeks on Staccato's
website. A presentation will be available on Staccato's website at
www.staccatogold.com and Timberline's website at
www.timberline-resources.com/TLR-CAT-Acquisition.htm.


Benefits for Staccato Shareholders



--  Staccato shareholders will receive an attractive premium and a position
    in a stronger entity 

--  Timberline's business model provides investors exposure to gold
    production, the "blue sky" potential of exploration, and the "picks and
    shovels" aspect of the mining industry through its contract core
    drilling subsidiaries 

--  The combined company has a strong near-term development asset base in
    the United States with Staccato's Lookout Mountain Project in Nevada and
    Timberline's Butte Highlands Gold Project JV in Montana 

--  Staccato shareholders will benefit from near-term gold production at
    Butte Highlands, an active exploration division, and two drilling
    services units with annual revenue of US$17 million in FY2009. 



Benefits for Timberline Shareholders



--  The combined company has a strong near-term development asset base in
    the Unites States with Staccato's Lookout Mountain Project in Nevada and
    Timberline's Butte Highlands Gold Project JV in Montana 

--  Additional gold ounces acquired at an attractive price, in the prolific
    gold producing Battle Mountain - Eureka trend, with the potential for
    excellent metallurgical characteristics conducive to economical heap
    leaching 

--  Additional potential gold production and cash flow 

--  Cash infusion of approximately $5 million for exploration and
    development at Lookout Mountain 

--  Additional pipeline of early-stage, highly-prospective projects within
    the South Eureka property 

--  Expanded institutional and retail shareholder base 



Staccato's President and CEO, Grant Ewing, said, "We are very pleased with the
premium offer Timberline has made. Timberline is a near-term producer that has
the expertise and the knowledge base to move our advanced stage Lookout Mountain
Project towards production - in addition to their own projects. We are impressed
with the Timberline management team and believe that the combined assets of
Staccato and Timberline represent enhanced value creation potential for Staccato
shareholders."


Randal Hardy, Timberline's CEO, commented, "This acquisition advances our goal
of positioning Timberline as an emerging gold producer. We are focused on
projects that offer near-term production potential and significant exploration
upside. The South Eureka property, which includes the Lookout Mountain project,
is located in Nevada's prolific gold producing Battle Mountain - Eureka trend.
Nevada is considered one of the world's best gold exploration and mining
jurisdictions, and the South Eureka property includes a very large land package
with multiple gold occurrences, some of which may potentially be put into
production with a relatively low level of capital expenditures. We believe this
acquisition will enhance the value of Timberline as we develop these projects
concurrent with the development of our Butte Highlands Gold Project."


About Staccato Gold Resources Ltd.

Staccato Gold is a well funded junior gold exploration company with resources
and advanced stage exploration assets located exclusively in Nevada. Staccato is
focused on advancing its flagship Lookout Mountain project, located in one of
the dominant gold trends in Nevada. Staccato is listed on the TSX-V and trades
under the symbol "CAT".


About Timberline Resources Corporation

Timberline is a diversified gold company with three complementary business
units: a mine in development with upcoming gold production, an active
exploration division, and two contract drilling services subsidiaries.
Timberline is focused on the evaluation and acquisition of advanced-stage
exploration opportunities with the potential for near-term development and
production. Timberline formed a 50/50 joint venture with Highland Mining, LLC,
an affiliate of Small Mine Development, LLC at its royalty-free Butte Highlands
Gold Project, which commenced development in the summer of 2009 and has gold
production targeted in the near term. The Management team has experience, depth,
and a solid track record of achievement in building successful companies and
discovering economic ore bodies. Timberline is listed on the NYSE Amex and
trades under the symbol "TLR".


Additional Information and Where to Find It

In connection with Timberline's and Staccato's solicitation of proxies with
respect to the meeting of shareholders of each of Timberline and Staccato to be
called with respect to the proposed Arrangement, Timberline will file a proxy
statement with the Securities and Exchange Commission (the "SEC") and Staccato
will file an information circular with certain regulatory authorities in Canada.



SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/INFORMATION CIRCULAR WHEN
IT IS FINALIZED AND DISTRIBUTED TO SHAREHOLDERS BECAUSE

IT WILL CONTAIN IMPORTANT INFORMATION. 

Shareholders will be able to obtain a free-of-charge copy of the proxy
statement/information circular (when available) and other relevant documents
filed with the SEC from the SEC's website at http://www.sec.gov and with
Canadian regulatory authorities from SEDAR at http://www.sedar.com. Shareholders
of Timberline will also be able to obtain a free-of-charge copy of the proxy
statement and other relevant documents (when available) by directing a request
by mail or telephone to Timberline Resources Corporation, 101 E. Lakeside, Coeur
d'Alene, Idaho 83814 or (208) 664-4859, or from Timberline's website,
www.timberline-resources.com. Shareholders of Staccato will also be able to
obtain a free-of-charge copy of the information circular and other relevant
documents (when available) by directing a request by mail or telephone to
Staccato Gold Resources Ltd., Suite 2060, 777 Hornby Street, Vancouver, British
Columbia, Canada V6Z 1T7 or (604) 682-8789 or from Staccato's website,
www.staccatogold.com.


None of the securities anticipated to be issued pursuant to the Arrangement have
been or will be registered under the Securities Act of 1933, as amended (the
"U.S. Securities Act") or any state securities laws, and are anticipated to be
issued in reliance upon available exemptions from such registration requirements
under Section 3(a)(10) of the U.S. Securities Act and applicable exemptions
under state securities laws. This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities.


Statements in this press release other than purely historical information,
including statements relating to Staccato's future plans and objectives or
expected results, are forward-looking information within the meaning of Canadian
securities laws. Forward-looking information is based on numerous assumptions,
including that equipment and personnel will be available when required, that no
delays are experienced in the planned work programs, that technical issues
identified in the previous resource estimate for the Lookout Mountain project
can be addressed and within the time frame anticipated, and that all necessary
approvals for the planned programs will be obtained in a timely manner.
Forward-looking information is subject to all of the risks and uncertainties
inherent in Staccato's business, including risks inherent in resource
exploration and development. Such risks include, but are not limited to, delay
in obtaining permits and approvals, actual results of exploration activities
differing from those anticipated, failure of equipment, accident, labor disputes
and other risks associated with mineral exploration activities. Although
Staccato has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking information, there may be other factors that cause actions,
events or results to not be as anticipated, estimated or intended. There can be
no assurance that forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those anticipated
in such statements. Readers are cautioned not to place undue reliance on
forward-looking information due to the inherent uncertainty thereof.


Grant Ewing, President, Chief Executive Officer & Director

Staccato Gold Resources Ltd.

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