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SBD Skybridge Development Com Npv

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Share Name Share Symbol Market Type
Skybridge Development Com Npv TSXV:SBD 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 -

Mega Silver Inc. and Skybridge Development Corp. Announce Proposed Business Combination Transaction

05/02/2009 2:39pm

Marketwired Canada


Mega Silver Inc. (TSX VENTURE:MSR) ("Mega") and Skybridge Development Corp. (TSX
VENTURE:SBD) ("Skybridge") announce that they have entered into a binding letter
agreement to combine the companies through an all share transaction (the
"Transaction").


Skybridge is a publicly-listed mineral exploration company that owns the Blue
Caribou properties in Nunavut. The Blue Caribou properties include a high-grade
copper deposit, with significant molybdenum and rhenium credits, and an
appreciable gold zone (see Skybridge's press release dated October 14, 2008).
Skybridge also recently announced an agreement on the historical Laverty claims
in the Red Lake gold camp (see Skybridge's press release dated February 2, 2009)
and has initiated geological and geophysical compilation work in preparation for
an upcoming drill program in Red Lake to be conducted under NI 43-101 quality
assurance and quality control reporting standards.


Mega Silver holds interests in the promising Spidermann, Fisher and Eagle claims
in the historic Keno Hill silver camp in Keno Hill, Yukon Territory, Mega Silver
has identified several under-explored vein structures on its claims which form a
continuous block immediately south of the historic Hector Calumet mine. Hector
Calumet, the largest single producer in the Keno Hill camp, produced 96 million
ounces of silver at a grade of 34 ounces per tonne.


Highlights of the Transaction

Under the terms of the Transaction, shareholders of Skybridge will receive one
(1) Mega common share in exchange for each two and one-half (2.5) Skybridge
common share held. Based upon the number of Skybridge common shares and Mega
common shares outstanding as at January 27, 2009 (on an undiluted basis), and
upon completion of the Transaction, Mega will issue an aggregate of
approximately 8,305,588 Mega common shares to Skybridge shareholders,
representing approximately 23% of the 35,222,572 outstanding Mega common shares
following the transaction. Based on Mega's healthy cash position (approximately
$11,000,000, unaudited) in cash as of January 31, 2009, each share in the
combined company will have approximately $0.34 per share in cash upon closing of
the Transaction. Based on the 20 day volume weighted average of both companies
the Mega share consideration represents a 30% premium to the shareholders of
Skybridge, as at the close of market February 4, 2009.


Mega's President, Mr. Ken Carter, stated that, "This proposed Transaction is a
strategic one for both companies and brings to Mega Skybridge's strong
management team and Chairman, Mr. Ewan Downie. We also acquire a significant
project in the Blue Caribou Project, in addition to an excellent entry into the
Red Lake gold camp in Ontario.


Mr. Ewan Downie, Chairman of Skybridge added that, "the combined company will
have the cash and expertise to take advantage of the many opportunities that
exist in these difficult markets. We are optimistic that this transaction will
build value for shareholders of both companies over the coming years and we are
excited about this new company and the open mandate the new management team will
have."


It is proposed that the Transaction will be effected by way of a three-cornered
amalgamation, whereby a wholly-owned subsidiary of Mega will amalgamate with
Skybridge and, upon completion of the transaction, the resulting company will be
a wholly-owned subsidiary of Mega and will continue to carry out the business of
Skybridge. The common shares of Skybridge will be de-listed from the TSX Venture
Exchange prior to closing of the Transaction.


Completion of the Transaction is subject to a number of conditions, including,
but not limited to, a fifteen day due diligence period, the receipt of all
required approvals, including approval of the TSX Venture Exchange and Skybridge
shareholders at a meeting to be held as soon as practicable during the second
quarter of 2009.


PowerOne Capital Markets Limited is acting as exclusive financial advisor to
Mega Silver in connection with the Transaction. Research Capital Corporation is
acting as exclusive financial advisor to Skybridge in connection with the
Transaction. Research Capital has delivered a Fairness Opinion to the Board of
Directors of Skybridge stating that the Transaction is fair, from a financial
point of view, to the shareholders of Skybridge.


About Mega Silver

Mega is a public Canadian-based silver mineral exploration company with projects
in the Yukon that is committed to an accelerated growth strategy. Backed by a
team of experienced mining experts and a strong financial position, Mega Silver
is well poised for rapid expansion through quick response to new opportunities
and changes in the market. www.megasilver.ca.


About Skybridge

Skybridge is a public Canadian-based mineral exploration and development company
that recently completed a Phase 1 3600m drill program at its high grade copper
Blue Caribou Project in Nunavut Territory, Canada. The Company recently
announced its entry into the Red Lake gold camp and a strategy to consolidate
other mineral assets Skybridge has an experienced management team to advance its
business objective of building shareholder value through exploration and
development of mineable mineral resources. www.skybridgedevelopment.com.


Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this press release constitutes "forward-looking
information", which is information regarding possible events, conditions or
results of operations that is based upon assumptions about future economic
conditions and courses of action. All information other than matters of
historical fact may be forward-looking information. In some cases,
forward-looking information can be identified by the use of words such as
"seek", "expect", "anticipate", "budget", "plan", "estimate", "continue",
"forecast", "intend", "believe", "predict", "potential", "target", "may",
"could", "would", "might", "will" and similar words or phrases (including
negative variations) suggesting future outcomes or statements regarding an
outlook. Forward-looking information in this press release includes, but is not
limited to, statements about the proposed Transaction of Skybridge by Mega, the
continuation of its business following completion of the Transaction and our
expectations regarding Skybridge or Mega's properties and business generally.


By its nature, forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements, or industry results, to differ materially from those expressed
or implied by such forward-looking information. Some of the risks and other
factors that could cause actual results to differ materially from those
expressed in the forward-looking information contained in this release include,
but are not limited to: the possibility that the necessary shareholder and
regulatory approvals will not be obtained in a timely manner or at all, and that
other conditions to completion of the Transaction will not be satisfied; and
risks related to the inherent uncertainty of mineral exploration and development
activities generally, including political and regulatory risks.


Although we have attempted to identify important factors that could cause actual
results or events to differ materially from those described in the
forward-looking information, readers are cautioned that this list is not
exhaustive and there may be other factors that we have not identified. Readers
are cautioned not to place undue reliance on forward-looking information
contained in this release. Forward-looking information is based upon our
beliefs, estimates and opinions as at the date of this release, which we believe
are reasonable, but no assurance can be given that these will prove to be
correct. Furthermore, we undertake no obligation to update or revise
forward-looking information if these beliefs, estimates and opinions or other
circumstances should change, except as otherwise required by applicable law.


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1 Year Skybridge Development Com Npv Chart

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