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May 24, 2012
Premier Royalty Agrees to Acquire Golden Arrow's 1% NSR on Yamana Gold Inc.'s Gualcamayo Gold mine
Golden Arrow Resources Corporation (TSX-V: GRG, FSE: GAC (WKN: A0B6XQ), "Golden Arrow" or the "Company") is pleased to announce the signing of a definitive purchase agreement (the "Agreement") regarding the sale by Golden Arrow and purchase by Premier Gold Mines Limited (PG:TSX, "Premier Gold") through its wholly-owned subsidiary, Premier Royalty Corporation ("Premier Royalty"), of a 1% NSR on Yamana Gold Inc.'s Gualcamayo Gold mine (the "Royalty"). Pursuant to the terms of the Agreement, Premier Royalty has agreed to purchase the Royalty in consideration for $16,500,000 in cash and warrants to purchase an aggregate of up to 1 million shares of Premier Royalty at an exercise price per share equal to 120% of the IPO or "go public" price for a period of two (2) years after the date of issue of the warrants (the "expiry date"). Golden Arrow will have the right (the "Put Right") on 30 days notice to require Premier Royalty to acquire all warrants outstanding at that time for cancellation for a purchase price of $1.25 per warrant at any time prior to the expiry date for a total of $1,250,000 if all warrants are put to Premier Royalty. Premier Gold has agreed to guarantee Premier Royalty's obligations under the Agreement, including the payment obligation upon Golden Arrow's exercise of the Put Right.

The completion of the transaction is expected to occur in the third quarter of 2012 and remains subject to closing conditions typical for a transaction of this nature, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and the approval by two-thirds of the votes cast by shareholders of Golden Arrow at a special meeting to be held on July 23, 2012.

Joseph Grosso, President & CEO of Golden Arrow stated that "with the price of gold near all-time highs, the timing is right for Golden Arrow to capitalize on its royalty, which stems from management's role in the discovery of the Gualcamayo Gold mine in 1998. While the royalty provided the Company with steady cash flow, the amount was too limited to materially grow Golden Arrow. The fund proceeds will be used to seek and acquire undervalued advanced assets that the market is currently discounting. This strategy, together with the Company's active joint-venture program, can provide exceptional opportunities in a distressed market to leverage value for all of Golden Arrow's shareholders."

Canaccord Genuity acted as financial advisor to Golden Arrow.

About Golden Arrow:

Golden Arrow is a Vancouver-based explorer and prospect generator focused on identifying, acquiring and advancing precious and base metal projects in Argentina with the goal of achieving a world class discovery. The Company is well positioned for growth of shareholder value with a royalty income from its 1% NSR on Yamana Gold Corp.'s Gualcamayo Gold mine in San Juan, Argentina, a joint-venture with Vale on its Mogote project, an attractive portfolio of highly prospective exploration projects and a pipeline of new opportunities under review. Golden Arrow will continue to execute its strategy to leverage the Company's exploration exposure by attracting partners to fund work on its portfolio of high quality mineral projects. Golden Arrow is a member of Grosso Group, a management company specialized in resource exploration, and working in Argentina where it is highly regarded and trusted since 1993. Golden Arrow offers exceptional exposure to Argentina's vast mining potential.


ON BEHALF OF THE BOARD

"Joseph Grosso"
_______________________________
Mr. Joseph Grosso, President & CEO



For further information please contact:

Corporate Communications
Tel: 1-604-687-1828
Toll-Free: 1-800-901-0058
Email: info@goldenarrowresources.com


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes certain information that may constitute "forward-looking information" under applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements about strategic plans, including the closing of the acquisition of the Royalty. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information, including the risks identified in Premier Gold's annual information form under the heading "Risk Factors". There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
 
 

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