Mexican
Silver Mines Ltd. ("Mexican Silver")
(TSXV: MSM; Frankfurt WKN: A0MSLE) is pleased to announce that it has entered into
a three-cornered amalgamation agreement with Rio Alto Mining Limited
("Rio Alto") and a recently incorporated, wholly-owned
subsidiary of Mexican Silver pursuant to which Mexican Silver has agreed
to acquire (the "Proposed Transaction ") all of the
securities of Rio Alto. The Proposed Transaction will result in Rio
Alto becoming a wholly-owned subsidiary of Mexican Silver and in all
shares and warrants of Rio Alto being exchanged for shares and warrants
of Mexican Silver on a one for one basis, with the warrants of Mexican
Silver to be issued in exchange for the warrants of Rio Alto having
substantially the same terms and conditions of the Rio Alto Warrants. The
completion of the Proposed Transaction is subject to a number of
conditions. Please refer to Mexican Silver's news releases of March 10,
2009 and April 6, 2009 for additional information regarding the Proposed
Transaction and Rio Alto.
Definitive Agreement with IAMGold Completed
Mexican
Silver is also pleased to announce that Rio Alto has entered into an
Option and Earn-In Right Purchase Agreement ("Option
Agreement") with IAMGold Quebec Management
Inc. ("IAMGold") and La Arena
S.A. La Arena S.A. is a wholly-owned subsidiary of IAMGold that owns La Arena gold-copper project
(" La Arena Project") in Peru. The completion of
the transactions contemplated by the Option Agreement is subject to a
number of conditions. Please refer to Mexican Silver's news release
of April 6, 2009 for additional information regarding La Arena Project.
Pursuant
to the Option Agreement, Rio Alto has agreed to purchase an option (the
"Option") to purchase all of shares of La Arena S.A. in
consideration of cash payments of US$47.55 million (subject to
adjustment) and the right (the "Earn-in Right ") to
acquire up to 38.7% of the shares of La Arena S.A. by incurring
expenditures of up to US$30 million on the La Arena Project. The
consideration to be paid to IAMGold for the
Option and Earn-in Right is US$1 million (which is anticipated to be paid
by the issue of common shares of Rio Alto at the deemed price of $0.20
per share), that number of Rio Alto common shares equal to 5.5% of the
number of Rio Alto common shares now outstanding (on a fully diluted
basis) and warrants entitling IAMGold to
purchase 1.5 million Rio Alto common shares upon payment of the exercise
price of $0.30.
Private Placement
Immediately
prior to the completion of the Proposed Transaction, Rio Alto will
complete a private placement (the "Private Placement")
of a minimum of 15,000,000 Rio Alto Shares (the "Minimum Private
Placement ") at the price of $0.20 per share for minimum gross
proceeds of $3 million and that Mexican Silver will subscribe for and
purchase 5,000,000 Rio Alto Shares ($1 million) under the Private
Placement, subject to the Minimum Private Placement being completed.
Subject
to the conditions of the relevant agreements, it is anticipated that the
Private Placement, the acquisition by Rio Alto of the Option and the
Earn-in Right pursuant to the Option Agreement and the Proposed
Transaction will close concurrently on or about June 23, 2009.
ON
BEHALF OF THE BOARD OF
MEXICAN SILVER MINES LTD.
___________________________________
Feisal Somji, B.Sc., MBA
President and Chief Executive Officer
FOR FURTHER INFORMATION, CONTACT:
Neither
TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts the
responsibility for the adequacy or accuracy of this release.
This
press release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use of
any of the words "expect", "anticipate",
"continue", "estimate", "objective",
"ongoing", "may", "will",
"project", "should", "believe",
"plans", "intends" and similar expressions are
intended to identify forward-looking information or statements. More
particularly and without limitation, this press release contains forward
looking statements and information concerning completion of the Proposed
Transaction, the Private Placement and the acquisition of the Option and
Earn-in Right pursuant to the Option Agreement. The forward-looking
statements and information are based on certain key expectations and
assumptions made by Mexican Silver. Although Mexican Silver believes that
the expectations and assumptions on which such forward-looking statements
and information are based are reasonable, undue reliance should not be
placed on the forward looking statements and information because Mexican
Silver can give no assurance that it will prove to be correct. Since
forward-looking statements and information address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. There are risks also inherent in the nature of the
Proposed Transaction, incorrect assessment of the value of the respective
properties of each of Mexican Silver and Rio Alto, and failure to obtain
the required security holder, regulatory and other third party approvals.
Readers are cautioned that the foregoing list of factors is not
exhaustive. The forward-looking statements and information contained in
this press release are made as of the date hereof and Mexican Silver
undertakes no obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information, future
events or otherwise, unless so required by applicable securities
laws.