Eurasian Minerals And Bullion Monarch Mining Enter Into Merger Agreement
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.
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