Sunridge Gold Corp. (the “Company” or “Sunridge”) (SGC: TSX.V/SGCNF: OTCQX) has executed a share
purchase agreement (“SPA”) to sell its 60% interest in the Asmara Mining Share Company (“AMSC”), holder of
the Asmara Project in Eritrea, to Sichuan Road & Bridge Mining Investment Development Corp. Ltd. (“SRBM”)
for an upfront purchase price of US$65 million cash (at current exchange rates approximately C$85 million).
In addition, SRBM has assumed the obligation to pay Sunridge the remaining principal of the deferred payment of US$13.33 million (approximately C$17.4 million) owed to the Company by Eritrean National Mining
Corporation (“ENAMCO”). The obligations of the parties to complete the transaction are subject to conditions
described below being satisfied or waived prior to closing. Once the final cash payment from SRBM is received
by Sunridge and all transaction costs and other obligations of the Company have been settled, the Company
currently anticipates a cash distribution by way of return of capital to shareholders.
The SPA was signed today in a ceremony in Asmara attended by a large delegation of about 20 persons from
China including Mr. Liu Jie, Vice Governor of Sichuan Province and Mr. Sun Yun, Chairman of the Board
Sichuan Railway Investment Group. The SPA was signed by Mr. Sun Tiandong General Manager of SRBG
Overseas Company and Michael Hopley, President and CEO of Sunridge.
Transaction Details
On closing (expected to be in the first quarter 2016), SRBM will pay Sunridge US$71 million in cash comprising
the US$65 million purchase price and the first US$6 million of the deferred payment owed by ENAMCO.
ENAMCO will pay Sunridge the interest accrued on the US$6 million from June 27, 2014 to the date of closing.
SRBM will also deliver a bank guarantee to Sunridge for the remaining US$7.33 million deferred payment to be
paid to Sunridge within 6 months of closing. ENAMCO will be responsible for interest owing to Sunridge on the
US$7.33 million payment.
Michael Hopley, President and CEO of Sunridge commented “The US$65 million purchase price for our 60%
interest in AMSC, to be paid by SRBM or Cdn$85 million at the current exchange rates equates to a significant
premium to the present market value of Sunridge and under the continuing challenging market conditions for
junior resource companies we believe that this is an attractive cash offer.”
SRBM has conducted extensive and detailed financial, technical and legal due diligence on the Asmara Project
and AMSC over the past several months. This work is now completed and the SPA is not subject to any further
due diligence work.
The SPA has been approved by the boards of directors of both Sunridge and SRBM. Prior to its execution, the
parties received approval in principle from the Sichuan Provincial Regulatory body, Sichuan State-Owned Asset
Supervision and Administration Commission of the State Council (“SASAC”). Sunridge’s partner ENAMCO has
also given its consent to the transaction.
PRESS RELEASE
NR 2015-8
For Immediate Release
November 6, 2015
Vancouver, British Columbia
The conditions to closing include:
Sunridge shareholders approving the transaction at a meeting to be called and held in January
2016; and
Receipt of the remaining final regulatory approvals within China, including but not limited to
final SASAC approval and approval of the National Development and Reform Commission, the
Ministry of Commerce and the State Administration of Foreign Exchange; receipt of regulatory
approvals in Canada, including the TSX Venture Exchange and receipt from the Ministry of
Energy and Mines of the Government of Eritrea of notice of its approval of the transaction.
Under certain limited conditions a mutual termination fee of US$1 million would be payable; including
acceptance of a superior offer by Sunridge, Sunridge shareholder approval not being received, or failure by either
party to receive regulatory approvals.
Shareholder Vote
The sale of the shares of AMSC represents the sale of substantially all the assets of the Company and will require
the approval of at least two-thirds of the votes cast by the shareholders of Sunridge at the special shareholder
meeting called for Vancouver in January 2016.
Post-Closing
The Board of Directors of Sunridge will include its recommendation to shareholders in the information circular
for the planned shareholders meeting as to the disposition of net cash once it is received and all obligations of the
Company have been settled but currently expects to distribute all the available cash to shareholders as a return of
capital.
SRBM
SRBM is a subsidiary of Sichuan Road & Bridge (Group) Corporation (“SRBG”) a large-scale state-owned
enterprise based in Chengdu, China and one of the core subsidiary companies of Sichuan Railway Investment
Group Co., Ltd. whose main business is the construction of transportation infrastructure such as highways and
railways, the development of hydropower and land and mineral resources projects. Since the mid 1990’s SRBG
has been active in infrastructure projects in Eritrea and is also a partner with ENAMCO in a mineral exploration
project in the country.
Transaction Fee
As financial advisor to Sunridge, Tempest Capital will be paid a 1.5% Transaction Fee on the US$65 million
purchase price.
Advisors and Legal Counsel
Tempest Capital acted as Sunridge’s financial advisor. Deloitte Corporate Finance. acted as financial advisor to
SRBM.
Axium Law Corporation served as Sunridge’s Canadian legal counsel and K&L Gates LLP served as Sunridge’s
Chinese legal counsel. Zhong Lun Law Firm served as SRBM’s Chinese legal counsel and Fasken Martineau
DuMoulin LLP served as SRBM’s Canadian legal counsel.
ABOUT SUNRIDGE:
Sunridge is a mineral exploration and development company focused on the exploration, discovery and
development of base and precious metal projects on the Asmara Project in Eritrea. Sunridge currently has
approximately 210 million shares outstanding and trades on the TSX Venture Exchange under the symbol SGC.
For additional information on the Company and its projects please view the slide show on our website at
www.sunridgegold.com or call Greg Davis at the number listed below.
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SUNRIDGE GOLD CORP.
“Michael Handoff” For further information contact:
Michael Handoff, President and Chief Executive Officer Greg Davis, VP Business Development
+1.705.988.9548
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that are based on the Company’s current expectations and estimates.
Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”,
“believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Forward looking statements may include the timing and ultimate completion of complex international business transactions . Risk and uncertain factors include, among others:; delays in obtaining governmental and regulatory approvals, , uncertainties in negotiating and completing commercial arrangements with government entities; and fluctuations in currency exchange rates. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Any forward-looking statement speaks only as of the date on which
it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.