Apr 27, 2017
SOLITARIO EXPLORATION AND ROYALTY TO ACQUIRE ZAZU METALS IN A FRIENDLY TRANSACTION
DENVER, COLORADO & VANCOUVER, BRITISH COLUMBIA - Solitario Exploration & Royalty Corp. (NYSE MKT:XPL; TSX:SLR) ("Solitario") and Zazu Metals Corporation (TSXV:ZAZ) ("Zazu") are pleased to announce that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Solitario has agreed to acquire all of the issued and outstanding common shares of Zazu (the "Zazu Shares") by way of a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act.
Highlights of the Combined Company
Chris Herald, Chief Executive Officer of Solitario, stated: "We are very pleased to announce this exciting opportunity that will create value for both Solitario and Zazu shareholders. Since the sale of the Mt. Hamilton project in 2015, Solitario has remained extremely disciplined in its evaluation of growth initiatives while preserving a robust balance sheet and tight capital structure. We are confident that we have both the technical and financial capabilities to significantly increase the value of Zazu's Lik project by moving the asset through feasibility and permitting. We look forward to working with Zazu's world- class joint venture partner Teck to pursue a development path beneficial to all parties."
Gil Atzmon, Founder, Chairman and Chief Executive Officer of Zazu, stated: "This combination represents a unique opportunity to create a leading zinc development company with two high quality assets in the Americas. Zazu shareholders will benefit from increased diversification and access to capital, while importantly maintaining a focus on high-grade resources. We see significant potential in Solitario's asset base and believe the combined company will be well positioned to take advantage of increased interest in zinc."
Particulars of the Transaction
Under the terms of the Arrangement Agreement, holders of Zazu Shares ("Zazu Shareholders") will receive, on closing, 0.3572 of a common share of Solitario (the "Exchange Ratio") in exchange for each Zazu Share held. Based on the trailing 20-day volume weighted average price ("VWAP20") of Solitario on the NYSE MKT as of the close on April 26, 2017, the Exchange Ratio implies an offer price of C$0.41 per Zazu Share1, representing a premium of 41% over the VWAP20 of Zazu on the TSX Venture Exchange as of the same date. Following the completion of the Arrangement, former Zazu Shareholders are expected to hold approximately 34% of the issued and outstanding shares of the combined company.
The Arrangement will be carried out by way of a court-approved plan of arrangement and will require the approval of at least 66 2/3 percent of the votes cast by Zazu Shareholders at a special meeting expected to take place in June 2017 (the "Zazu Meeting"). Zazu directors, officers and certain significant shareholders representing a total of approximately 47% of the issued and outstanding Zazu Shares have entered into voting and support agreements with Solitario agreeing to vote in favour of the Arrangement. The board of directors of Zazu has unanimously approved the Arrangement and will recommend that Zazu Shareholders vote in favour of the Arrangement. Full details of the Arrangement will be included in a management information circular of Zazu describing the matters to be considered at the Zazu Meeting, which is expected to be mailed to the Zazu Shareholders in May 2017 and made available on SEDAR under Zazu's issuer profile at www.sedar.com.
The Arrangement will also require the approval of a majority of the votes cast by holders ("Solitario Shareholders") of issued and outstanding common shares of Solitario ("Solitario Shares") at a meeting of Solitario Shareholders expected to take place in June 2017 (the "Solitario Meeting"). Solitario directors, officers and certain significant shareholders representing approximately 7% of the issued and outstanding Solitario Shares have entered into voting and support agreements with Solitario agreeing to vote in favour of the Arrangement. The board of directors of Solitario has unanimously approved the Arrangement and will recommend that Solitario Shareholders vote in favour of the Arrangement. Full details of the Arrangement will be included in a definitive proxy statement of Solitario describing the matters to be considered at the Solitario Meeting, which is expected to be mailed to the Solitario Shareholders in May 2017. Solitario's proxy statement, when it becomes available, and any other documents filed by Solitario with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. The proxy statement will also be made available on SEDAR under Solitario's issuer profile at www.sedar.com.
The Arrangement Agreement includes customary provisions, including with respect to non-solicitation, a right granted to Solitario to match superior proposals and fiduciary-out provisions, as well as representations, covenants and conditions which are customary for transactions of this nature. In addition, Zazu and Solitario have each agreed to pay a termination fee in the amount of US$0.75 million to the other party upon the occurrence of certain termination events.
The Arrangement is subject to applicable regulatory approvals and the satisfaction of certain other closing conditions.
1 Implied offer price per Zazu Share assumes a CAD:USD exchange rate of 1.3615.
You can view the Previous News Releases item: Wed Nov 16, 2016, ZAZU METALS CORPORATION ANNOUNCES TRANSFER TO TSX VENTURE EXCHANGE
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