Southern Legacy Minerals Completes Business Combination and Private Placement Financing

Southern Legacy Minerals, Inc. (“Southern Legacy”) completed its business combination (the “Transaction”) with Sinchao Metals Corp. (the “Company”). The Transaction, valued at an aggregate of $57 million, was completed by way of a merger pursuant to the Idaho General Business Corporations Act between Southern Legacy and Sinchao Idaho, Inc., a wholly owned subsidiary of the Company. In connection with the Transaction, the Company changed its name to “Southern Legacy Minerals Inc.” and commenced trading on the TSX Venture Exchange on July 3, 2012, under the symbol “LCY.”

A share consolidation of the Company was effected immediately prior to the completion of the Transaction, wherein the common shares of the Company were consolidated on a six to one basis. Pursuant to the Transaction, each of the shares of Southern Legacy were exchanged for 0.8352 post-consolidation shares of the Company for an aggregate of approximately 34,808,598 post-consolidation shares, representing approximately 59.9 per cent of the issued and outstanding post-consolidation shares of the Company. As such, the Transaction constitutes a Reverse Take-Over of the Company within the meaning of the policies of the TSX Venture Exchange.

As part of the Transaction, the Company closed a $7.1 million financing on May 14, 2012, by way of private placement consisting of the issuance of 7,108,617 subscription receipts priced at $1.00 per subscription receipt for gross proceeds of $7,108,617. On completion of the Transaction, each of the 7,108,617 subscription receipts automatically converted into one unit of the Company, each unit consisting of one common share (on a post-consolidation basis) and one-half of one share purchase warrant, with each whole warrant exercisable into one common share of the Company at a price of $1.30 until June 29, 2014.

The combined property holdings of Sinchao and Southern Legacy has resulted in a portfolio of base and precious metals projects spanning along the Andes in Peru, Colombia and Chile.

Southern Legacy Minerals, Inc. was represented by Fraser Milner Casgrain LLP with a team that included Alan Hutchison, Daniel Katzin and Michael Serebriakov (securities) and Gordon Funt and Lori Mathison (tax).

Sinchao Metals Corp. was represented in Canada by Fogler, Rubinoff LLP with a team that included Eric Roblin and Dunniel Medina (securities) and Ian MacInnis (tax). Troutman Sanders LLP provided US counsel to Sinchao Metals Corp. with a team that included Thomas Rose, Shona Smith and Mark Goldsmith (tax) and Lisa Raines.


Gordon S. Funt Dunniel Medina Ian V. MacInnis Eric R. Roblin Lori Anne Mathison Alan J. Hutchison Daniel Katzin


Dentons Canada LLP Fogler, Rubinoff LLP Troutman Sanders LLP