VANCOUVER, British Columbia,
Feb. 7, 2012 /PRNewswire/ -- Eurasian
Minerals Inc. (TSX-V: EMX; NYSE Amex: EMXX) ("EMX") and Bullion
Monarch Mining, Inc. (OTCQB: BULM; FRA: BMJ) ("BULM") are pleased
to announce that they have entered into a definitive agreement (the
"Agreement") with respect to a proposed merger of BULM with a
wholly-owned subsidiary of EMX (the "Transaction"). EMX has
agreed to acquire all of the outstanding common shares of BULM for
which BULM shareholders will receive 0.45 of an EMX common share
and US$0.11 in cash for each BULM
share held. The Transaction is expected to close in the
second quarter of 2012 and the BULM shares will cease trading
thereafter.
The combined company will hold more than 145 properties on five
continents, as well as a currently paying 1% gross smelter return
(GSR) royalty on several of Newmont Mining Corporation's operations
and projects on the Carlin Trend in Nevada, including the Leeville mine and the
Four Corners project. This
royalty paid BULM more than US$20
million in the last six years and more than US$6 million in fiscal 2011 alone.
Following the closing of the Transaction, it is expected that
BULM President James (Andy) Morris
will join the EMX board of directors and BULM chairman and chief
executive officer R. Don Morris will
be appointed to the EMX advisory board.
Based on the consideration offered in the Agreement and current
outstanding shares, the value of the total Transaction
consideration approximates US$45.8
million and represents a 64% acquisition premium, based on
30-day volume-weighted average prices and average exchange rates
through February 7, 2012. Although
not free from uncertainty, the anticipated structure of the
Transaction is expected to allow BULM shareholders to defer the
majority of the United States tax
effects of the Transaction until they ultimately decide to sell the
EMX shares received as consideration.
The Transaction is subject to, among other things approval of
the BULM common shareholders at a special meeting to be held to
approve the Transaction. The Transaction is also subject to receipt
of all necessary regulatory and stock exchange approvals and other
customary closing conditions.
Officers, directors and certain significant shareholders of BULM
have entered into voting agreements with EMX pursuant to which they
agreed to vote the BULM shares beneficially owned by them
(collectively representing approximately 44% of BULM's outstanding
common shares) in favor of the Transaction, subject to the terms
and conditions set forth in the voting agreements.
Pursuant to the Agreement, BULM is subject to customary
non-solicitation covenants. In the event a superior proposal is
made, EMX has the right to match such proposal, and in the event
BULM's board of directors changes its recommendation or terminates
the Transaction under certain circumstances, BULM has agreed to pay
EMX a termination fee of US$4
million. In certain other circumstances where the
Transaction is not completed, EMX could be obligated to pay BULM a
reverse termination fee of US$1
million.
Important Information for Investors and Stockholders
This announcement is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to
sell the shares of EMX or a solicitation of any proxy, vote or
approval. EMX will file with the United States Securities and
Exchange Commission ("SEC") a registration statement on Form F-4
that will include a proxy statement of BULM that also constitutes a
prospectus of EMX. EMX and BULM also plan to file with or
furnish other documents to securities regulatory authorities in
Canada and the United States regarding the proposed
Transaction.
INVESTORS AND STOCKHOLDERS OF BULM ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Anyone may obtain free copies of these documents when available
free of charge under EMX's profile on SEDAR at www.sedar.com and
from the SEC at its website at www.sec.gov, or by accessing EMX's
website at www.eurasianminerals.com under the heading "Investors"
and from EMX directly by contacting Scott
Close, Director of Investor Relations: (303) 973-8585.
Documents will also be available at BULM's website at
www.bullionmm.com under the heading "investors" and from BULM
directly by contacting Joseph
Morris, Director of Investor Relations: (801) 426-8111. EMX,
BULM, their respective directors and certain of their executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of BULM in connection with the
proposed Transaction. Information about the directors and
executive officers of BULM is set forth in its proxy statement for
its 2011 annual meeting of shareholders, which was filed with the
SEC on August 29, 2011.
Information about the directors and executive officers of EMX can
be found in its 2011 management information circular dated
July 19, 2011, which is available at
www.sedar.com. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
About Eurasian Minerals Inc. EMX is a global gold and
copper exploration company utilizing a partnership business model
to explore the world's most promising and underexplored mineral
belts. EMX currently has projects in ten countries on four
continents, and generates wealth via grassroots prospect
generation, strategic acquisition, royalty growth and merchant
banking. Visit EMX's website at www.eurasianminerals.com for
more information.
About Bullion Monarch Mining BULM is a publicly traded
gold-focused exploration royalty company with additional interests
in oil-shale technology. The majority of BULM's current royalty
revenues are derived from a high-quality claim block located in
Northeastern Nevada's Carlin
Trend. BULM's portfolio provides for direct leverage to commodity
prices as well as the exploration potential of world-class ore
deposits. Visit BULM's website at www.bullionmm.com for more
information.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this press release include
"forward-looking statements" that involve a number of risks and
uncertainties, and actual results or events may differ materially
from those projected or implied in those statements. Examples
include the parties' ability to consummate the proposed Transaction
and timing thereof, the benefits and impact of the proposed
Transaction, including tax effects to shareholders, the combined
company's ability to achieve synergies and value creation that are
contemplated by the parties, EMX's ability to promptly and
effectively integrate BULM's business and the diversion of
management time on Transaction-related issues.
These forward-looking statements often include words such as
"believe," "expect," "project," "anticipate," "intend," "plan,"
"seek," "will," "may," "would," "should," "could," "forecast" or
similar expressions. EMX and BULM believe these judgments are
reasonable, but you should understand that no assurances can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on the results of operations or financial
conditions of EMX, BULM or the combined company, due to a variety
of important factors.
EMX and BULM caution you that you should not rely unduly on
these forward-looking statements, which reflect their current
beliefs and are based on information currently available.
Neither EMX nor BULM undertakes any obligation to update or revise
any forward-looking statements as of any future date.
Additional information concerning these statements and other
factors can be found in EMX's and BULM's filings with securities
regulatory authorities in Canada
or the SEC, as applicable.
The NYSE Amex, TSX Venture Exchange and the Investment
Industry Regulatory Organization of Canada do not accept responsibility for the
adequacy or accuracy of this release.
SOURCE Bullion Monarch Mining, Inc.
