Ms BB Member Level Saturday, 02/16/13 02:01:02 PM
Re: janice shell post# 139885
Post # of 163142
Quote:You seriously don't get this??
I am not the one not getting this Janice.
This is not an "asset transfer" as you said. This is an asset purchase by MSJ which means there will be an Asset Purchase Agreement (APA)between SRGE and MSJ. Under an APA, individually named assets AND liabilities of SRGE can be assumed. If the assets being purchased have a debt attached to it, it is customary practice for the acquirer to assume the debt as well. So, in this APA, it is most likely that MSJ will pick up the Novamex debt and all mining assets without paying cash, but for a different consideration such as stock. If MSJ were to tender their stocks (yes, even private companies have stocks) for the purchase, SRGE shareholders in lieu of holding mining assets of SRGE would hold MSJ stocks. Doing it this way, Novamex et al, do not lose anything but is 100% protected. In your alternate scenario (a cash transaction), Novamex would lose 25% of their investment since they still hold 200MM shares, which is a loss of over $1.5 million. Why go this route when nothing needs to be lost by structuring the APA as I described? Which is a better scenario for stakeholders?
Now read MSJ's PR again:
Quote:ZAPOPAN, Mexico, Feb. 11, 2013 /PRNewswire/ -- Minera San Jorge S.A. de C.V. expresses it has acquired the Cinco Minas Mine property operations and other mining properties of Southridge Enterprises Inc. President of Minera San Jorge , Jaime Arturo Anaya Trejo , represented that acquisition was signatured on February 11, 2013, and that purchase details in planning for another writing of events.
Cinco Minas operations continue as before this event and expansions coming in time. Minera San Jorge discusses others participations in Cinco Minas with money commitments and mining historical experience. One partner should come to Cinco Minas from our meetings.
Minera San Jorge is a private business entity of Mexico that is a specialist in mineral property expansions.
Minera San Jorge S.A. de C.V. Jaime Arturo Anaya Trejo Tel: 011 (52) 333-271-872 Email: minerasanjorge@mail.com
SOURCE Minera San Jorge S.A. de C.V.
The transaction contemplated by MSJ involves 'others' coming in with money commitments to Cinco Minas, and that one partner is expected to come to Cinco from their meetings. This seems to suggest that MSJ is brokering the deal to sell Cinco as new owners. There is definitely more details to come of this transaction.
It is perfectly fine for SRGE shareholders to temporarily hold shares of MSJ until Cinco is sold to the party that MSJ is bringing. That transaction between MSJ and another party for Cinco could be for cash or for stock as well. So, if a senior miner purchased Cinco in an all stock deal for MSJ's stock, shareholders can receive shares of a senior miner. Or, if Cinco is sold for cash, cash still can be distributed to shareholders. This is not a big deal either way.
Re: janice shell post# 139885
Post # of 163142
Quote:You seriously don't get this??
I am not the one not getting this Janice.
This is not an "asset transfer" as you said. This is an asset purchase by MSJ which means there will be an Asset Purchase Agreement (APA)between SRGE and MSJ. Under an APA, individually named assets AND liabilities of SRGE can be assumed. If the assets being purchased have a debt attached to it, it is customary practice for the acquirer to assume the debt as well. So, in this APA, it is most likely that MSJ will pick up the Novamex debt and all mining assets without paying cash, but for a different consideration such as stock. If MSJ were to tender their stocks (yes, even private companies have stocks) for the purchase, SRGE shareholders in lieu of holding mining assets of SRGE would hold MSJ stocks. Doing it this way, Novamex et al, do not lose anything but is 100% protected. In your alternate scenario (a cash transaction), Novamex would lose 25% of their investment since they still hold 200MM shares, which is a loss of over $1.5 million. Why go this route when nothing needs to be lost by structuring the APA as I described? Which is a better scenario for stakeholders?
Now read MSJ's PR again:
Quote:ZAPOPAN, Mexico, Feb. 11, 2013 /PRNewswire/ -- Minera San Jorge S.A. de C.V. expresses it has acquired the Cinco Minas Mine property operations and other mining properties of Southridge Enterprises Inc. President of Minera San Jorge , Jaime Arturo Anaya Trejo , represented that acquisition was signatured on February 11, 2013, and that purchase details in planning for another writing of events.
Cinco Minas operations continue as before this event and expansions coming in time. Minera San Jorge discusses others participations in Cinco Minas with money commitments and mining historical experience. One partner should come to Cinco Minas from our meetings.
Minera San Jorge is a private business entity of Mexico that is a specialist in mineral property expansions.
Minera San Jorge S.A. de C.V. Jaime Arturo Anaya Trejo Tel: 011 (52) 333-271-872 Email: minerasanjorge@mail.com
SOURCE Minera San Jorge S.A. de C.V.
The transaction contemplated by MSJ involves 'others' coming in with money commitments to Cinco Minas, and that one partner is expected to come to Cinco from their meetings. This seems to suggest that MSJ is brokering the deal to sell Cinco as new owners. There is definitely more details to come of this transaction.
It is perfectly fine for SRGE shareholders to temporarily hold shares of MSJ until Cinco is sold to the party that MSJ is bringing. That transaction between MSJ and another party for Cinco could be for cash or for stock as well. So, if a senior miner purchased Cinco in an all stock deal for MSJ's stock, shareholders can receive shares of a senior miner. Or, if Cinco is sold for cash, cash still can be distributed to shareholders. This is not a big deal either way.
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