Santa Fe Gold Advises Tyhee of Purported Shareholder Class Action Complaint
07 Marzo 2014 - 6:30AM
Marketwired
Santa Fe Gold Advises Tyhee of Purported Shareholder Class Action
Complaint
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 7, 2014) - As
previously disclosed in its news release dated January 23, 2014,
Tyhee Gold Corp. (TSX-VENTURE:TDC) (the "Company" or "Tyhee") is
party to an agreement and plan of merger dated January 23, 2014
with Santa Fe Gold Corporation (OTCQB:SFEG) ("Santa Fe"). Santa Fe
has advised Tyhee that Santa Fe has received notice that Tony
Cavanaugh, an alleged stockholder of Santa Fe, has filed in the
Second Judicial District Court of the State of New Mexico, County
of Bernalillo, a purported class action complaint on behalf of
himself and all others similarly situated, against Santa Fe, the
five current members of its Board of Directors, Tyhee and Tyhee's
wholly-owned subsidiary, Tyhee Merger Sub, Inc. ("Tyhee Merger
Sub"). As of the date hereof, neither Tyhee nor Tyhee Merger Sub
has been formally served with the complaint.
The plaintiff contends that the members of Santa Fe's Board of
Directors breached their fiduciary duties arising out of their
efforts to effectuate the merger of Santa Fe and Tyhee pursuant to
an unfair process, for an unfair price and lacking material
disclosures. Further, the plaintiff contends that that Tyhee aided
and abetted such conduct. The plaintiff's complaint seeks, among
other things, damages, injunctive relief, recession of the proposed
Tyhee transaction to the extent already implemented, and reasonable
attorneys' and experts' fees.
Santa Fe has advised Tyhee that it and its Board of Directors
believe these claims lack merit, and intend vigorously to defend
against them. Tyhee and its Board of Directors also believe that
these claims lack merit, and if served with the complaint, will
vigorously defend against them.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Tyhee and Santa Fe
intend to file relevant materials with the Securities and Exchange
Commission (the "SEC"), including the filing by Tyhee with the SEC
of a Registration Statement on Form F-4 (the "Registration
Statement"), which will include a preliminary prospectus and
related materials to register the Thyee Shares and Tyhee Warrants
to be issued in exchange for Santa Fe common shares. The
Registration Statement will incorporate a proxy statement/
prospectus (the "Proxy Statement/Prospectus") that Santa Fe plans
to mail to its stockholders in connection with obtaining approval
to the proposed merger. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Santa
Fe, Tyhee, the transaction and related matters. Investors and
security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they are available.
Investors and security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus
and other documents filed with the SEC by Santa Fe and Tyhee
through the web site maintained by the SEC at www.sec.gov.
Santa Fe and its directors and executive officers also may be
deemed to be participants in the solicitation of proxies from the
stockholders of Santa Fe in connection with the transaction
described herein. Information regarding the special interests of
these directors and executive officers in the transaction described
herein will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and
executive officers is also included in Santa Fe's annual report on
Form 10-K, which was filed with the SEC on September 30, 2013. This
document is available free of charge at the SEC's web site at
www.sec.gov.
Tyhee and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Santa Fe in connection with the transaction
described herein. Information regarding the special interests of
these directors and executive officers in the transaction described
herein will be included in the Proxy Statement/Prospectus described
above.
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.
All statements in this news release that address events or
developments that the Company expects to occur, other than
statements of historical facts, is "forward-looking information."
Forward-looking information is necessarily based on estimates and
assumptions that are inherently subject to known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "expects", "believes",
"anticipates", "budget", "scheduled", "estimates", "forecasts",
"intends", "plans" and variations of such words and phrases, or by
statements that certain actions, events or results "may", "will",
"could", "would" or "might", "be taken", "occur" or "be achieved".
Forward looking statements made in this news release include all
statements related to the Company's intention to defend against the
claims brought against the Company and Tyhee Merger Sub by Tony
Cavanaugh, an alleged stockholder of Santa Fe, on behalf of himself
and all others similarly situated. Factors that could cause future
events to differ from those anticipated in forward looking
statements include: availability of funds to mount a legal defense;
and the uncertainty of the outcomes of litigation and risks
associated with the inherent uncertainty of future litigation
results.
Although Tyhee has attempted to identify important factors that
could cause actual results, performance or achievements to differ
materially from those contained in forward-looking information,
there can be other factors that cause results, performance or
achievements not to be as anticipated, estimated or intended. There
can be no assurance that such information will prove to be accurate
or that management's expectations or estimates of future
developments, circumstances or results will materialize.
Accordingly, readers should not place undue reliance on
forward-looking information.
The forward-looking information in this news release is made as
of the date of this news release, and Tyhee disclaims any intention
or obligation to update or revise such information, except as
required by applicable law. This news release does not constitute
an offer to buy any securities or a solicitation of any vote or
approval or a solicitation of an offer to sell any securities.
Tyhee Gold Corp.Brian BriggsPresidentO: 604
681-2877info@tyhee.comTyhee Gold Corp.Greg TaylorInvestor
RelationsO: 905 337-7673 or C: 416 605-5120gtaylor@tyhee.com
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