SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
SOLITARIO RESOURCES CORPORATION
(Name of Issuer)
SOLITARIO RESOURCES CORPORATION (ISSUER)
(Name of Filing Person (identifying status as offeror, issuer or
other person))
Common Stock, $.01 Par Value
(Title of Class of Securities)
[Applied For]
(CUSIP Number of Class of Securities)
James S. Maronick
Vice President and Secretary
Solitario Resources Corporation
1675 Broadway, Suite 2400
Denver, CO 80202
(303) 534-1030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Filing Person)
Copy to:
Ronald J. Lone
Stoel Rives LLP
600 University Street, Suite 3600
Seattle, WA 98101-3197
(206) 386-7638
CALCULATION OF FILING FEE
N/A
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions
to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: [ ]
<PAGE>
July 11,
2000
SOLITARIO TO OFFER TO ACQUIRE ALTORO
DENVER, COLORADO: Solitario Resources Corporation (SLR-TSE) of
Denver, Colorado and Altoro Gold Corp. (ATG-CDNX) of Vancouver,
British Columbia, Canada, today announced that they have entered
into a definitive agreement whereby Solitario will offer to
acquire all of the outstanding shares of Altoro, including a
previously announced private placement of 600,000 shares (Altoro
Shares) at an exchange ratio of one share of Solitario for every
three Altoro Shares. Based on the closing stock prices of July
11, 2000, the offer reflects a value of approximately Cdn $0.53
for each Altoro Share representing a 40% premium. Altoro agreed
to enter into the definitive agreement following a review of the
transaction by an independent committee of Altoro's board.
Solitario will offer to exchange Solitario shares for Altoro
options, subject to regulatory approval If 100% of Altoro Shares
and options are exchanged, Solitario would issue approximately
6.23 million of its shares and would then have approximately 23
million shares outstanding. Solitario will offer to exchange one
Solitario warrant for every three Altoro warrants. If 100% of
Altoro warrants are exchanged, warrants to purchase up to 825,242
Solitario shares will be issued.
The definitive agreement has been unanimously approved by both
Solitario's and Altoro's boards. Altoro's two principal
shareholders have agreed to tender their shares, representing
approximately 30% of the Altoro Shares, to the offer. Completion
of the offer is subject to the receipt of 66 2/3% of all the
Altoro Shares being tendered and receipt of all required
regulatory approvals, including the effectiveness of a
registration statement to be filed with the U.S Securities and
Exchange Commission. Altoro has agreed to pay Solitario a non-
completion fee equal to 4% of the value of the offer in certain
circumstances. It is anticipated that Solitario will take up
and deliver the consideration for the securities tendered to the
offer by August 31, 2000.
The combination of Solitario's and Altoro's assets will create a
mineral resource company with an expanded array of South American
exploration properties which have the potential to host major
zinc, platinum, palladium, nickel and gold deposits. Altoro's
principal assets include the emerging Pedra Branca platinum-
palladium ("PGE") exploration property in Brazil, the Rincon del
Tigre PGE-nickel property in Bolivia and four gold properties in
Brazil. Solitario's principal assets include the advanced-
exploration stage Bongara zinc project, the carried royalty
position on its Yanacocha gold property, the Sapalache gold
property in Peru and US$7.3 million in cash.
Altoro's 126,000-acre Pedra Branca property covers a favorable
PGE-bearing ultramafic complex. Previous drilling by Rio Tinto
and Gencor in the mid-1980's encountered potentially economic
grades of PGE-mineralization in several zones. Recent drilling
by Altoro on the Esbarro zone expanded mineralization and the
zone remains open to further expansion. Earlier this year,
Altoro entered into a Letter of Intent to option the Pedra Branca
property to Rockwell Ventures Inc. Rockwell can earn a 60%
interest in the project by spending US$7.0 million on exploration
and development over four years and issuing to Altoro US$500,000
in Rockwell stock. The operating agreement with Rockwell is
currently being drafted.
Altoro's 100%-owned, 125,000-acre Rincon Del Tigre property in
eastern Bolivia is one of the largest PGE-bearing ultramafic
complexes in the world. Recent work by Altoro has defined a
strong twenty kilometer long PGE-anomaly. Rio Tinto drilled two
holes four kilometers apart into this anomaly in 1992 which
intersected 33 feet (10 meters) grading 1.3 g/t PGE in one hole
and 26 feet (8 meters) grading 1.2 g/t PGE in the other.
Additionally, several large target areas have potential to host
major nickel laterite deposits.
In June 2000 Altoro entered into an option agreement with
Mitchell River Exploration Pty. Ltd. (MRE) on three Brazilian
gold projects. MRE has committed to spend a minimum of US$2.0
million per year on the three properties until it has completed
75,000 feet (23,500 meters) of combined drilling to earn 60% to
80% interest in the properties. All three properties are subject
to various underlying leases.
Christopher E. Herald, CEO of Solitario, stated, "This is a good
strategic fit for both companies. After the acquisition,
Solitario will be well diversified on both a commodity and
geographic basis. The potential future exploration expenditures
by joint venture partners, in order to earn their interest in all
properties is over US$30 million. This includes an estimated
US$13 million on the advanced Bongara zinc project, US$10 million
on four gold projects, US$7 million on the Pedra Branca PGE
property, and a strong carried-royalty position on the 145,000-
acre Yanacocha gold property. Additionally, each company also
controls a 100% interest in several earlier-staged exploration
properties with outstanding PGE, nickel and gold potential.
David O'Connor, President of Altoro, stated, "Solitario's strong
cash position combined with estimated joint venture partner
spending of US$6 million for 2000, allows the combined company to
advance its 100%-owned projects."
Solitario is a gold, PGE and base metals exploration company
actively exploring in Peru. Solitario is a 57.2%-owned
subsidiary of Crown Resources Corporation (NASDAQ: CRRS, TSE:
CRO) and is traded on the TSE under the symbol SLR. Altoro is a
PGE and gold exploration company exploring in Brazil and Bolivia
and is traded on the CDNX under the symbol ATG.
INVESTORS SHOULD READ ALL DOCUMENTS TO BE FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
PROPOSED OFFER AS SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. After filing, Investors can obtain such documents
for free at www.sec.gov or may request such filed documents from
Solitario at the address listed below. The Toronto Stock
Exchange and the Canadian Venture Exchange have neither approved
or disapproved of the contents of this news release.
FOR MORE INFORMATION, CONTACT:
Solitario Resources Corporation: Altoro Gold
Corporation:
Debbie W. Mino: Joan McCorquodale
Christopher E. Herald David O'Connor
(800) 229-6827 (604) 718-9079
E-mail: [email protected] E-mail:
[email protected]
