Sage Gold Inc.

Similar deal coming for SGX?... Business combination with Au production/near production, consolidation, and financing all rolled into one... Have heard mgmt references to such a deal for some time now... Of note... SIM.v share price has been moving up leading up to this annoucement... Interesting IMO.

red911

Sierra Minerals, Goldgroup enter business combination

2010-01-29 10:20 NT - News Release

Mr. Michael Farrant reports

SIERRA MINERALS INC. AND GOLDGROUP RESOURCES INC. ANNOUNCE BUSINESS COMBINATION CREATING A MEXICO-FOCUSED GOLD PRODUCER AND GMP SECURITIES TO LEAD EQUITY FINANCING

Sierra Minerals Inc. and Goldgroup Resources Inc., a privately held British Columbia company, have entered into a binding letter agreement dated Jan. 28, 2010, with respect to a proposed business combination which would create a premier junior gold producing company focused exclusively in Mexico, targeting growth in production, mineral resources, profitability and cash flow from an impressive pipeline of development stage projects.

Sierra has received an independent formal valuation from Byron Capital Markets, a division of Byron Securities Ltd. ("Byron Capital"), as at January 13, 2010, valuing Goldgroup at between $1.07 and $1.26 per common share (the "Byron Valuation"). Under the terms of the Transaction, Sierra's outstanding common shares will be consolidated on a 2.85:1 basis and shareholders of Goldgroup will receive one common share of Sierra (post-consolidation) for each one Goldgroup common share (the "Exchange Ratio"). On a post-Transaction, pre-financing basis, existing Goldgroup and Sierra shareholders will own approximately 59% and 41% of the combined company, respectively. The Transaction is therefore expected to constitute a reverse takeover of Sierra by Goldgroup.

Based on the Byron Capital valuation of the common shares of Goldgroup at between $1.07 and $1.26 per share, the Exchange Ratio implies a per share value of the common shares of Sierra at between $0.38 to $0.44 on a pre-consolidation basis. This represents a premium of 25% to 47% to the closing price of Sierra shares on the Toronto Stock Exchange ("TSX") on January 28, 2010 and 19% to 40% to the 20-day volume weighted average trading price of Sierra's shares as at January 28, 2010.

The combined company intends to raise gross proceeds of up to $30 million in two tranches for working capital, property acquisition-related costs, work commitments on properties under option and capital expenditures.

Highlights of the Combined Company

-- Forecasted gold production of approximately 25,000 to 30,000 ounces in 2010, with the potential to grow production significantly over the next three years from Goldgroup's portfolio of development stage properties in Mexico;

-- Significant people synergies in Mexico including access to Sierra's dedicated and highly trained operating team in advancing the Goldgroup properties towards production; -- Well diversified and strong shareholder base providing enhanced market liquidity for shareholders and, accordingly, a greater ability to attract capital;

-- Strong post-financing balance sheet enabling successful execution of initiatives aimed at growing shareholder value;

-- Significant synergies in development, operation and administration expenses; and -- Enhanced market presence. Management and Directors

Upon completion of the Transaction, executive management of the combined company will consist of Keith Piggott, Chief Executive Officer, Michael H. Farrant, President, Gregg J. Sedun, Executive Chairman, John J. Sutherland, Vice President and Chief Financial Officer, Philip C. Davies, Chief Operating Officer, Kevin Sullivan, Vice President, Exploration and Thomas D. Lamb, Vice President, Corporate. The Board of Directors will initially be comprised of seven directors, being Gregg J. Sedun, Keith Piggott, Michael H. Farrant, Dr. Hans von Michaelis, Julian Kemp, Corry J. Silbernagel and a seventh director to be named in due course.

Michael H. Farrant, President and Chief Executive Officer of Sierra commented, "We are delighted with the announcement of the business combination with Goldgroup. We believe that this will achieve our previous growth strategy and vision of becoming a 100,000 ounce gold producer and now puts us on a path to becoming an intermediate gold producer targeting annual production of approximately 200,000 ounces within 3 years. We also believe this Transaction represents significant value for Sierra and Goldgroup shareholders by combining Sierra's production and immediate leverage to current high gold prices with Goldgroup's project pipeline providing future production growth and blue sky exploration potential, all within the mining-friendly jurisdiction of Mexico."

Gregg J. Sedun, Executive Chairman and Director of Goldgroup added, "We believe that this business combination will be accretive to both companies as Goldgroup's gold resources should now receive a production premium and Sierra's shareholders will benefit from Goldgroup's large and growing resource base, a production development pipeline of projects and considerable exploration potential".

Benefits of the Transaction for Sierra Shareholders

-- Creates a project pipeline to complement existing production including three development stage projects containing an inventory of significant estimated mineral resources providing planned growth in production and exploration upside and two additional exploration properties of merit

-- Diversifies operating risk amongst multiple projects

-- Allows for operating and administrative synergies within Mexico

-- Enhances management and board strength

-- Delivers strong and committed shareholder base that significantly improves capital structure and removes liquidity discount currently associated with the common shares of Sierra

-- Combines highly experienced management and directors

-- Improves market presence Benefits of the Transaction for Goldgroup Shareholders

-- Private shareholdings become public, providing shareholders with market liquidity in a TSX-listed entity

-- Provides shareholders with leverage to the current gold price environment through Sierra's current gold production

-- Increases ability to raise capital necessary to advance immediate business initiatives and advance growth strategies

-- Delivers positive operating cash flow from Cerro Colorado mine which can be used to advance Goldgroup projects towards production, growing estimated mineral resources and upgrading the quality of existing mineral resources

-- Combines highly experienced management and directors

-- Improves market presence Financing Plan

The combined company intends to raise gross proceeds of up to $30 million for working capital, property acquisition-related costs, work commitments on properties under option and capital expenditures in two tranches as follows:

-- Prior to the signing of a definitive agreement, Goldgroup intends to raise up to $10 million through a non-brokered private placement of Goldgroup common shares at a price of $1.00 per share (the "Goldgroup Financing").

-- Subsequent to signing a definitive agreement and prior to the completion of the Transaction, Sierra and Goldgroup intend to raise up to $20 million in a brokered private placement offering of subscription receipts, entitling purchasers to receive common shares of the combined entity upon completion of the Transaction (the "Subscription Receipt Financing"). GMP Securities LP has been retained as lead agent in connection with the Subscription Receipt Financing. Transaction Details

The Agreement provides that Sierra and Goldgroup will negotiate and enter into a definitive agreement. Further details regarding the proposed business combination shall be provided in a joint information circular (the "Circular") which will be mailed to shareholders of Goldgroup and Sierra in connection with Goldgroup and Sierra's respective shareholders' meetings to approve the Transaction.

Closing of the Transaction, as contemplated by the Agreement, is subject to a number of conditions and approvals which include completion of the Goldgroup Financing and the Subscription Receipt Financing on acceptable terms; the execution of a definitive agreement; approval of the respective shareholders of Goldgroup and Sierra; court approval (if the Transaction is effected by way of plan of arrangement); and the approval of all relevant regulatory authorities and third parties including the TSX. There can be no assurance that the Transaction, the Goldgroup Financing or the Subscription Receipt Financing will be completed as proposed or at all. The Agreement provides for termination rights, including in the event the Transaction is not completed by May 31, 2010, unless extended by mutual agreement.

Under the terms of the Agreement, the outstanding common shares of Sierra will be consolidated on a 2.85:1 basis and shareholders of Goldgroup will receive one post-consolidation common share of Sierra for each one Goldgroup common share. The combined entity is expected to be named Goldgroup Resources Inc. ("New Goldgroup") and will be headquartered in Vancouver with a satellite office in Toronto. It is also a requirement of the Agreement that the common shares of New Goldgroup continue to be listed on the TSX. On a post-Transaction, pre-financing basis, New Goldgroup will have approximately 77.6 million shares outstanding (86.2 million fully diluted, all of which are currently in-the-money). The fully diluted ownership split is expected to be approximately 56% for the Goldgroup shareholders and 44% for the Sierra shareholders.

Timing

The parties expect to complete and mail the Circular in March 2010 and plan to hold the special meetings in early April 2010. The Transaction is expected to close shortly thereafter.

Financial Advisors and Counsel

Sierra's financial advisor is Byron Capital Markets and its legal counsel is Cassels Brock & Blackwell LLP. Wildeboer Dellelce LLP is acting as legal counsel to the Special Committee of independent directors of Sierra. Goldgroup's legal counsel is Blake, Cassels & Graydon LLP.

Board of Directors' Recommendations

An independent committee of the board of directors of Sierra has received an independent formal valuation report from Byron Capital in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, valuing the securities of Goldgroup. The board of directors of Sierra has also received a fairness opinion from Byron Capital that the Transaction is fair to the shareholders of Sierra (other than Keith Piggott and Goldgroup) from a financial point of view. The conflicted directors of Sierra have declared their conflict and abstained from voting on the Agreement. The remaining directors have unanimously supported the Transaction. The directors of Goldgroup have unanimously supported the Transaction. Directors and officers of both companies and Warman Investments Pty. Ltd., Sierra's largest arm's length shareholder owning 17.4% of Sierra, have agreed to enter into agreements to vote in favour of the Transaction.

The Agreement includes a commitment by each of Sierra and Goldgroup not to actively solicit alternative transactions to the proposed Transaction. In certain circumstances, if a party terminates the Agreement or subsequently, the definitive agreement, to enter into an agreement to effect a business combination other than the Transaction or pursuant to a superior proposal, then such party is obligated to pay to the other party as a termination payment an aggregate amount equal to $700,000 if Sierra is the terminating party and equal to $1,070,000 plus 2% of the gross proceeds of the Goldgroup Financing as at the date of termination if Goldgroup is the terminating party. Each party has also been provided with certain other rights, representations and warranties and covenants customary for a transaction of this nature and each party has the right to match competing offers made to the other party.

Pro Forma Selected Financial Information and Shareholdings

Assuming that the Goldgroup Financing and the Subscription Receipt Financing raise gross proceeds of $30 million and after satisfying existing Goldgroup obligations with respect to certain property acquisition payments, the combined company is expected to have approximately $22 million in cash, no material debt and is targeting 2010 production of between 25,000 to 30,000 ounces of gold. Significant and notable shareholders of the resulting entity will include prominent institutional funds and a number of prominent individuals in the mining industry.

Pro Forma Measured & Indicated ("M+I") and Inferred Resources

----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                              Gold (Au)
                                  ------------------------------------------
                                                            Combined Entity
              Cut-off                                   100%          Share
                Grade      Tonnes        Grade  ----------------------------
Measured      (g/t Au)     (000's)     (g/t Au)  Ounces (Au)     Ounces (Au)
----------------------------------------------------------------------------
Cerro
 Colorado        0.25         107         0.63        2,157           2,157
----------------------------------------------------------------------------
Indicated
----------------------------------------------------------------------------
Cerro
 Colorado        0.25       9,599         0.54      167,987         167,987
----------------------------------------------------------------------------
Caballo
 Blanco          0.20       6,710         0.65      139,000          97,300
----------------------------------------------------------------------------
El Porvenir      0.20      14,831         0.62      297,000         297,000
----------------------------------------------------------------------------
Total M+I                                           606,144         564,444
----------------------------------------------------------------------------
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Inferred
----------------------------------------------------------------------------
Cerro
 Colorado        0.25       5,599         0.41       74,177          74,177
----------------------------------------------------------------------------
Caballo
 Blanco          0.20      27,600         0.58      517,000         361,900
----------------------------------------------------------------------------
El Porvenir      0.20         485         0.41        6,000           6,000
----------------------------------------------------------------------------
San Jose de
 Gracia          2.00       3,441         5.59      618,000         309,000
----------------------------------------------------------------------------
Total                                             
 Inferred                                         1,215,177         751,077
----------------------------------------------------------------------------
----------------------------------------------------------------------------


----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                              Silver (Ag)
                                  ------------------------------------------
                                                            Combined Entity
                                                        100%          Share
                                         Grade  ----------------------------
Measured                               (g/t Ag)  Ounces (Ag)     Ounces (Ag)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Cerro
 Colorado                                    -            -               -
----------------------------------------------------------------------------
Indicated
----------------------------------------------------------------------------
Cerro
 Colorado                                    -            -               -
----------------------------------------------------------------------------
Caballo
 Blanco                                   1.92      410,000         287,000
----------------------------------------------------------------------------
El Porvenir                              18.80    8,964,000       8,964,000
----------------------------------------------------------------------------
Total M+I                                         9,374,000       9,251,000
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Inferred
----------------------------------------------------------------------------
Cerro
 Colorado                                    -            -               -
----------------------------------------------------------------------------
Caballo
 Blanco                                   1.84    1,630,000       1,141,000
----------------------------------------------------------------------------
El Porvenir                              11.90      186,000         186,000
----------------------------------------------------------------------------
San Jose de
 Gracia                                  10.02    1,109,000         554,500
----------------------------------------------------------------------------
Total
 Inferred                                         2,925,000       1,881,500

Overview of Combined Assets (for NI 43-101 mineral resource estimates, see table above)

Production:

Cerro Colorado Mine - Sonora, Mexico

Sierra's wholly-owned Cerro Colorado gold mine in Sonora, Mexico is an open pit, heap leach operation that commenced production in 2004. During 2009, the mine produced between 20,000 and 21,000 ounces of gold. The mine has substantially completed a capital and operating plan that anticipates a rise in annual production to between 25,000 to 30,000 ounces in 2010 with the ultimate goal of sustaining an annual production rate of 30,000 ounces for approximately four to five years. A subsidiary of Treasury Metals Inc. holds a 2.5% net smelter return ("NSR") royalty on production from the Cerro Colorado mine.

The following material assumptions have been used to forecast 2010 production:

-- annual mining rate of approximately 6.0 million tonnes (3.3 million tonnes waste and 2.7 million tonnes ore)

-- average annual grade of approximately 0.57 g/t Au

-- average annual metallurgical recovery of 63% is achieved

-- equipment availability remains consistent with 2009 availability

Development-Stage Gold Projects:

Caballo Blanco, Veracruz, Mexico

Goldgroup's 200 km2 Caballo Blanco property in Veracruz, Mexico currently hosts three mineralized zones comprising numerous geological targets. Goldgroup recently acquired a 70% interest in Caballo Blanco from NGEx Resources Inc., the Lundin Group's primary exploration unit, for $6.0 million in cash, 9 million shares of Goldgroup, a 1.5% NSR on future mine production and upon commercial production, a one-time advance royalty payment in the amount of $5.0 million. The other 30% is owned by Almaden Minerals Ltd. The NI 43-101 Technical Report dated December 15, 2009 addresses only the estimated mineral resource on the La Paila area in the Northern Zone, compiled from 33 diamond drill holes totalling 7,010 meters. The Report also states that at least eleven other areas outside of the La Paila area justify further geological work at Caballo Blanco. These areas include; four large IP resistivity high anomalies on the inner flanks of a 3 km round magnetic high 'ring structure' in the Northern Zone; strong 'acid' PH anomalies 1.5 km west of La Paila in the Northern Zone; three separate areas where isolated rock chip samples assay up to 14.6 g/t Au along the northwest and south portions of the Caballo Blanco property; and three other separate areas with encouraging 'new' soil anomalies, persistent rock alteration, and untested IP chargeability anomalies at Red Valley, Highway Zone and Central Grid Zone respectively. In the immediate term, further exploration is planned aimed at expanding and upgrading the current mineral resource estimate and testing these other highly prospective areas for mineralization.

Longer term, once Goldgroup has completed a bankable feasibility study, Goldgroup and Almaden shall fund their respective share of development and mining costs on a 70/30 basis. It is management's goal to advance the Caballo Blanco property towards a future annual production target of approximately 100,000 ounces of gold on a 100% basis, of which Goldgroup's share will be 70,000 ounces of gold.

The resource estimate was based on a three dimensional model of a silica breccia identified in drill logging on the La Paila zone, at the Caballo Blanco project. The estimate includes 7,010 metres of drilling from 33 core holes, at an average density of 2.39 gm/cc3 based on 267 measurements of drill core samples. The mineral resources were estimated with uniform 5 meter composite intervals of the mineralization using ordinary kriging methods in 20 meter by 20 meter by 5 meter blocks. Based on a review of the probability plots, five gold and silver assays were capped at 6.1 g/t Au and 30.8 g/t Ag respectively prior to compositing.

The drill program and sampling protocol was checked and verified with additional drill core and surface outcrop sampling during a property visit from November 1 to November 3, 2009, by Jim Cuttle. A rigorous quality control and quality assurance protocol was used on the project, including blank and reference samples with each batch of assays. All drill samples were crushed to minus 150 mesh and portions of the pulps were dissolved in an aqua regia leach and analyzed by fire assay and ICP-MS methods at ALS Chemex Labs in Vancouver, B.C. The resource estimate and technical report for the project was completed under the oversight of Jim Cuttle and Gary Giroux.

El Porvenir, Aguascalientes, Mexico

Goldgroup's El Porvenir property, acquired from Goldcorp Inc. ("Goldcorp") in 2007, is the most advanced stage of the development properties and represents near-term production potential. Goldgroup is in the process of finalizing metallurgical test work with SGS Lakefield to enhance metal recoveries and increase operating margins as part of completing an internal economic assessment of the El Porvenir property. Management expects to make a positive production decision within the next six months. At a 70:1 silver:gold ratio, management's goal is for El Porvenir to develop annual production of approximately 50,000 gold equivalent ounces.

The resource estimate was based on three dimensional model of a separate vein system at the El Porvenir Project. The list of reverse circulation and core drill holes outlining this estimate consists of over 210 drill holes producing 4,820 two meter composites with an average bulk density of 2.387 gm/cc3. Based on a review of the probability plots, gold and silver assays were capped at 6.5 g/t Au and 200 g/t Ag, prior to compositing. The mineral resources were estimated using ordinary kriging methods in 10 meter by 10 meter by 5 meter blocks superimposed over the vein system.

The core and RC drill programs and associated sampling protocol was checked and verified with additional sampling during a property visit from April 6 to April 7, 2009, by Ben Ainsworth . A quality control and quality assurance protocol was used on the project, including blank and reference samples with each batch of assays. A portion of the drill core and RC drill cuttings were crushed to minus 150 mesh and portions of the pulps were dissolved in an aqua regia leach and analyzed by fire assay and ICP methods at Bondar Clegg of Vancouver, B.C. The resource estimate and technical report for the project was completed under the oversight of B en Ainsworth and Doug Blanchflower.

San Jose de Gracia, Sinaloa, Mexico

Goldgroup currently has a fully earned 25% interest in the San Jose de Gracia property ("San Jose") with the ability to earn an additional 25% by spending approximately US$6.0 million by March 15, 2011. San Jose is a high-grade advanced exploration project with a current global inferred mineral resource estimate of 618,000 ounces of gold and 1,109,000 ounces of silver contained in 3.441 million tonnes grading 5.59 g/t Au and 10.02 g/t Ag, respectively, at a 2.0 g/t Au cut-off. The estimated resource is hosted in four separate veins, Tres Amigos, San Pablo, La Union area and the La Purisima trend. Management hopes to expand and upgrade the mineral resource estimate through the remaining earn-in phase. The remaining interest in San Jose is owned by DynaResource Inc. (USA) Ltd.

The resource estimate was based on three dimensional models of four separate vein systems at San Jose. The complete list of drill holes outlining this estimate consists of 37,588 meters of drilling from 200 drill holes, with an average bulk density of 2.71 gm/cc3 based on 234 pieces of core from the San Pablo area. The mineral resources were estimated with 2 meter composite intervals, using ordinary kriging methods in 10 meter by 10 meter by 5 meter blocks superimposed over the four vein systems. Based on a review of the probability plots, a capping strategy for each of the vein systems prior to compositing is defined as follows: Tres Amigos, 30 g/t Au, 65 g/t Ag; San Pablo, 50 g/t Au, 60 g/t Ag; La Union, 12 g/t Au, 30 g/t Ag; La Purisima, 20 g/t Au, 30 g/t Ag.

The drill program and sampling protocol was checked and verified with additional drill core and surface outcrop sampling during a property visit from May 21 to May 24, 2009, by Jim Cuttle. A rigorous quality control and quality assurance protocol was used on the project, including blank and reference samples with each batch of assays. All drill core samples were crushed to minus 150 mesh and portions of the pulps were dissolved in an aqua regia leach and analyzed by fire assay and ICP methods at International Plasma Labs Ltd. of Vancouver, B.C. The resource estimate and technical report for the project was completed under the oversight of Jim Cuttle and Gary Giroux.

Exploration-Stage Gold Projects:

Goldgroup's two exploration projects cover large areas in the Sierra Madre mineral belts. They are considered early stage, but highly prospective as they contain many historic workings. To date, only surface geochemical sampling has been conducted on these properties.

El Candelero, Durango, Mexico

Goldgroup has an option to earn up to a 70% interest from Goldcorp in the El Candelero property, comprised of approximately 25,000 hectares within 10 km of Goldcorp's world-class Tayoltita mine. The property has numerous historic surface workings and initial surface geochemical prospecting and trenching has returned gold and silver indications in a similar geological environment to Tayoltita. Goldcorp retains a back-in right to increase its interest to 60% by meeting certain conditions.

Kenya, Sinaloa, Mexico

Goldgroup holds a 90% interest in the Kenya property, comprised of approximately 80,000 hectares located some 50 km east of the San Jose de Gracia property in the Sierra Madre. The property contains numerous widely scattered historic workings, two of which Goldgroup has followed up with surface sampling and one of which displays encouraging results for gold and silver mineralization.

El Cahon, Sonora, Mexico

On November 12, 2009, Sierra announced a new grassroots gold discovery approximately 12 km from the Cerro Colorado mine, named the El Cajon Gold Project. Exploration is early stage and ongoing.

We seek Safe Harbor.