SNS Silver Corp. announces a letter of intent between Andover Ventures Inc. and SNS in which Andover has agreed to acquire all of the issued and outstanding common shares of SNS in exchange for common shares of Andover on a “two for one” basis. SNS’ board of directors have unanimously approved the transaction set forth in the LOI.
Both Andover and SNS believe this Acquisition will realize significant benefits for both company’s shareholders, including diversification of exploration and mine development risks at SNS’ Crescent Mine while gaining exposure to Andover’s gold, silver, lead, zinc interests in the Tintic Mining District, Utah and its zinc-copper-lead-silver-gold deposit in Alaska. Management believes the combination of Andover’s Tintic and Alaskan assets combined with SNS’ Crescent Mine will accelerate the combined company’s timeline towards resource development and potential production.
Under the terms of the LOI, shareholders of SNS will receive one-half share of Andover for every share of SNS. A total of 20,353,155 shares of Andover will be issued to SNS shareholders in consideration for their SNS shares. Based on the 20-day volume weighted average price of Andover as at September 15, 2008, the last trading day prior to the announcement of the LOI, the offer values SNS at approximately $0.20 per share with a market capitalization of $8.1 million. This represents a premium of 9.9% to SNS’ 20-day volume weighted average price, and a 43% premium to the September 15th closing price.
Under the terms of the LOI, SNS, subject to TSX Venture Exchange approval, will provide Andover with a $2.0 million bridge loan, to be secured against all of the assets of Andover. The bridge loan will have a term of six months and will carry an interest rate of prime plus two percent.
Board and Management
Gordon Blankstein will remain Chairman and Chief Executive Officer of Andover. Under the terms of the LOI, the board of directors will consist of five directors appointed by Andover and two directors appointed by SNS.
SNS and Andover anticipate that the transaction will be carried out by way of statutory plan of arrangement of SNS whereby Andover would acquire all of the issued shares of SNS and SNS would become a wholly owned subsidiary of Andover. The transaction is subject to certain standard conditions including receipt of shareholder approval by special resolution and the approval of the TSX Venture Exchange. Closing of the Acquisition is subject to satisfactory due diligence to be completed by October 31, 2008 and the signing of a definitive agreement by November 1, 2008. The Acquisition is expected to close on or before December 31, 2008.
Full details of the transaction will be included in the formal definitive agreement to be entered into by the parties and the management information circular to be prepared by SNS and to be mailed to SNS shareholders in accordance with applicable law.
SNS’ financial advisor in connection with this transaction is PI Financial Corp. and its legal counsel is McCullough O’Connor Irwin LLP.
Andover Ventures’ current primary asset is the 100% owned Sun Property, a Zinc-Copper-Lead-Silver-Gold project located in the Ambler Mining District in the Brooks Range of North-western Alaska. The Sun hosts strong VMS (Volcanogenic Massive Sulfide) mineralization presenting high potential for base and precious metals. Andover intends to prove up the historical work to NI 43-101 standards and subsequently move toward a feasibility study.
SNS Silver Corporation (CDNX:SNS.V) is an exploration company, whose primary asset is the 100% owned Crescent Property, which hosts the historic Crescent Mine, located near Kellogg, Idaho. The Property is located in one of the largest silver districts in North America with over one billion ounces of silver produced. The property consists of 24 patented mining claims over approximately 350 acres, alongside 40 acres of surface rights. The Company currently has a comprehensive and well-funded drill program underway. Their main focus is on upper country core drilling on the Alhambra and South Veins, as well as restoration and extension of existing underground infrastructure.