Electrum Global Holdings L.P.

May 20, 2015 17:00 ET

Electrum Global Holdings L.P. Announces Earn-In Agreement With Southern Silver

NEW YORK, NEW YORK--(Marketwired - May 20, 2015) - Electrum Global Holdings L.P. ("Electrum") announces that it has acquired the right to earn into an indirect 60% interest (the "Earn-in Right") in the Southern Silver Exploration Corp. ("Southern Silver") Cerro Las Minitas property in Durango, Mexico (the "Property") by funding exploration and development expenditures of US$5 million on the Property over a maximum 48-month period (the "Term").

Pursuant to the terms of the Earn-in Right, Electrum will have the right to earn indirect interests in the Property through the acquisition of common shares (the "Southern Holdings Shares") in the capital of Southern Silver Holdings Limited ("Southern Holdings"), a wholly-owned subsidiary of Southern Silver, which indirectly owns a 100% interest in the Property.

At closing, Electrum contributed US$500,000 to fund exploration expenditures on the Property and received an indirect 10% interest in the Property, which will be forfeited if Electrum does not contribute an additional US$1.5 million to fund exploration expenditures on the Property over the initial 18 month period of the Term. The initial US$2 million of contributions (the "Initial Contributions") will earn Electrum an indirect 30% interest in the Property and upon completion of the Initial Contributions Electrum will have the right to earn an additional indirect 20% interest in the Property by expending US$1.5 million in exploration expenditures in the succeeding 30 months of the Term (the "Additional Contribution"). Subject to shareholder approval, Electrum may earn a final indirect interest of 10% in the Property by expending an additional US$1.5 million in exploration expenditures during the Term (the "Final Contribution" and together with the Initial Contributions and the Additional Contribution, the "Contributions"). Upon the completion of the Contributions, Electrum would own, in the aggregate, 60% of the then issued and outstanding Shares.

Electrum and Southern Silver, among others, also entered into a shareholders agreement at closing (the "Shareholders Agreement") with respect to the management and operation of Southern Holdings. The Shareholders Agreement contains customary provisions with respect the management and operation of Southern Holdings, the transfer of Southern Holdings Shares and covenants of the holders of Southern Holdings Shares, and sets forth the terms and conditions of the Earn-in Right. Additionally, the Shareholders Agreement provides that a management committee of Southern Holdings will be formed, which committee shall have equal representation by Electrum and Southern Silver; provided, however, that under certain conditions, Electrum may be entitled to appoint a majority of the members of the management committee. The Shareholders Agreement further provides for capital funding requirements of Southern Holdings by each of Electrum and Southern Silver, and consequences for the failure to meet such capital funding requirements.

Electrum also intends to participate in Southern Silver's offering to raise up to CDN$1,000,000 (the "Maximum Offering") announced on May 19, 2015 and to subscribe for no less than 3,570,000 Units (as defined below) representing Electrum's pro rata percentage of Southern Silver's issued and outstanding common shares (a "Southern Silver Share"). The Maximum Offering is to take place by way a non-brokered private placement of units of Southern Silver (the "Units"), each Unit consisting of one Southern Silver Share and one common share purchase warrant (a "Warrant"), at a price of CDN$0.10 per Unit. Each Warrant will entitle the holder to purchase one Southern Silver Share at a price of $0.15 per Southern Silver Share for five years. Additionally, Electrum has agreed to subscribe for any Units, up to the Maximum Offering, that are not subscribed for by other existing shareholders of Southern Silver.

Electrum's previously announced securities holdings in Southern Silver dated March 9, 2015 remain unaffected.

Electrum is located at 535 Madison Avenue, 11th Floor, New York, NY, USA 10022. A copy of the early warning report relating to this acquisition can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of Southern Silver at www.sedar.com.

Contact Information

  • Michael Williams
    646-365-1600