Samaranta Responds to Announcement of Unsolicited Takeover Bid
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/19/13 -- Samaranta Mining Corporation (TSX VENTURE: SAX) (the "Company") acknowledges that it has become aware of the news release dated February 19, 2013 by Samarium Group Holding Ltd. ("Samarium") that Samarium intends to make an unsolicited offer (the "Samarium Offer") to purchase not less than 51% of the issued and outstanding shares of the Company.
Volkmar Hable, Executive Vice-President of Mining and Exploration of Samaranta, and a former director of Samaranta Mining Corporation (the Board of Directors received his resignation on February 12, 2013), is noted as a director of Samarium. Despite this relationship, the Company had no prior knowledge of the Samarium Offer and has not had any communications with Mr. Hable with respect to the Samarium Offer, except for a letter of intent forwarded yesterday that merely re-iterates the contents of Samarium's news release. The Company is therefore unable to make any determinations regarding the offer or its validity.
Shareholders should note that the Samarium Offer does not constitute a formal takeover bid yet. In order for the takeover bid to be valid, Samarium must comply with applicable securities laws, which includes, but is not limited to, the preparation and delivery of a formal takeover bid circular. None-the-less, the Board of Directors of the Company, consistent with its fiduciary duties and acting upon consultation with its advisors, will consider and evaluate the unsolicited proposal received from Samarium and will pursue a course of action which the Board believes is in the best interest of the Company and its shareholders.
The Company advises its shareholders not to take any action in respect of the Samarium Offer until shareholders have received further advice from the Board of Directors of the Company.
SAMARANTA MINING CORPORATION
Dan Fish, Interim CEO
Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this document contains forward-looking information and statements regarding the Samarium Offer, the Board's review of available information relating to same, the potential future delivery of a Directors' Circular and the potential entry into a transaction.
These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control, including further actions or announcements of Samarium or other third parties, changes in laws and regulations, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. Readers should not place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Samaranta Mining
604-558-1080
604-558-1081 (FAX)
info@samaranta.ca
www.samaranta.ca