Sierra Minerals Inc. and Goldgroup Resources Inc. Announce Business ...
Sierra has received an independent formal valuation from Byron Capital Markets, a division of Byron Securities Ltd. ("Byron Capital"), as at January 13, 2010, valuing Goldgroup at between $1.07 and $1.26 per common share (the "Byron Valuation"). Under the terms of the Transaction, Sierra's outstanding common shares will be consolidated on a 2.85:1 basis and shareholders of Goldgroup will receive one common share of Sierra (post-consolidation) for each one Goldgroup common share (the "Exchange Ratio"). On a post-Transaction, pre-financing basis, existing Goldgroup and Sierra shareholders will own approximately 59% and 41% of the combined company, respectively. The Transaction is therefore expected to constitute a reverse takeover of Sierra by Goldgroup.
Based on the Byron Capital valuation of the common shares of Goldgroup at between $1.07 and $1.26 per share, the Exchange Ratio implies a per share value of the common shares of Sierra at between $0.38 to $0.44 on a pre-consolidation basis. This represents a premium of 25% to 47% to the closing price of Sierra shares on the Toronto Stock Exchange ("TSX") on January 28, 2010 and 19% to 40% to the 20-day volume weighted average trading price of Sierra's shares as at January 28, 2010.
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