Fortuna Silver Mines to Acquire Continuum Resources and 100% of San Jose Project, Mexico
Friday, August 15th 2008
Fortuna Silver Mines Inc. and Continuum Resources Ltd. announce that an agreement has been reached whereby Fortuna will acquire all of the issued and outstanding securities of Continuum. The shares of both companies are listed on the TSX Venture Exchange.
The companies currently hold jointly the San Jose Project in Mexico (Fortuna 76%; Continuum 24%). As a result of the Acquisition, Fortuna will own 100% of the Project, thus strengthening its position in that country.
Continuum has 124,052,503 shares outstanding, and Fortuna will issue to the Continuum shareholders a total of 7.0 million shares, which is an exchange ratio of approximately 0.0564 of a share of Fortuna for every one Continuum share held. Stock options in Continuum held by non-insiders totaling 285,000 shares will be converted to options to purchase Fortuna shares, at the same ratio. No other rights to purchase Continuum shares will be outstanding at closing of the Acquisition.
The Acquisition is subject to regulatory and other approvals on behalf of both companies, and the recently announced private placement financing of Continuum has been cancelled. There will be no change of control or management of Fortuna.
Management of Fortuna and Continuum believe that the single stronger entity resulting from the Acquisition will be of significant benefit to the shareholders of both companies.