30 Apr 2013 13:30
MINCO ANNOUNCES ACQUISITION OF BUCHANS MINERALS CORPORATION |
Dublin, April 30, 2013: Minco PLC (AIM - "MIO") (the "Company" or "Minco") is pleased to announce that it has entered into a binding arrangement agreement (the "Agreement") to complete a business combination (the "Acquisition") with Buchans Minerals Corporation ("Buchans"). Completion of the Acquisition will create a premier base metals exploration and development company with advanced projects in established mining jurisdictions in eastern Canada, together with Minco's existing exploration projects in Ireland and the UK.
Pursuant to the terms of the Agreement, Minco will acquire all of the outstanding common shares of Buchans that it does not already own in exchange for shares of Minco by way of a statutory scheme of arrangement on the basis of 0.826 of a Minco share for each share of Buchans (the "Exchange Ratio").
The Exchange Ratio implies an offer price of $0.053 per Buchans common share, based on the sixty day volume weighted average share prices for Buchans and Minco for the period ending April 26th 2013.
Under the Arrangement, Minco will issue approximately 124,642,198 new Minco shares in exchange for Buchans shares. Upon completion of the Arrangement current Minco shareholders will hold 73.7% of the outstanding Minco shares and Buchans shareholders will hold 26.3% of the outstanding Minco shares.
John Kearney, Chairman of Minco, commented, "The acquisition of Buchans represents an excellent value opportunity for the shareholders of both companies. We believe that consolidating the ownership of the Lundberg base metal project in central Newfoundland and the Woodstock manganese project in New Brunswick is a major step towards achieving our strategy of creating a strong intermediate base metal company with an attractive growth profile focused on enhancing shareholder value."
Transaction Highlights
·; Creation of a well-funded, high-growth exploration and development company with a portfolio of advanced development projects in eastern Canada and mineral exploration properties in Ireland and the UK.
·; Simplifies and consolidates the ownership structure of the Lundberg base metal project and the Woodstock manganese project, where Minco heretofore held joint-venture interests.
·; Allows shareholders of both Minco and Buchans to participate in the upside from the advancement of the Woodstock Project, one of the largest undeveloped manganese deposits in North America.
·; The combined company will be better positioned to expand and develop the current resource in the Lundberg base metal deposit and advance that project through feasibility studies and permitting.
·; Enhanced capital markets profile of the combined company with a pro forma fully diluted in the money (FDITM) market capitalization of approximately CDN$27 million (based on Minco's closing share price on April 26, 2013).
Terms of the acquisition of Buchans Minerals by Minco
·; Minco will acquire all of the outstanding common shares of Buchans that it does not already own at an exchange ratio of 0.826 of an ordinary share of Minco,of par value €0.0125 each, for each share of Buchans.
·; Pursuant to the Agreement, Minco will issue approximately 124,642,198 shares of Buchans for the approximately 151 million common shares of Buchans currently outstanding (excluding the 15.4 million common shares of Buchans that are currently owned by Minco).
·; The acquisition of the common shares of Buchans by Minco will be accomplished by a statutory scheme of arrangement under the Canada Business Corporations Act, whereby Buchans will amalgamate with a new wholly-owned subsidiary of Minco and whereby the merged company will become a wholly owned subsidiary of Minco.
·; Upon completion of the Acquisition, all currently outstanding share purchase warrants and options of Buchans will be exchanged for share purchase warrants and options of Minco, pro rata, at the Exchange Ratio and adjusted exercise prices.
·; Completion of the Acquisition will be subject to, among other things, the favourable vote of 66 2/3% of the votes cast by Buchans shareholders at a special meeting called to approve the transaction, which is expected to take place in June 2013, and approval by the Supreme Court of Nova Scotia.
·; Completion of the Acquisition will be subject to receipt of necessary consents, approvals and other authorizations by applicable regulatory authorities.
In the event that the Acquisition is not approved by Buchans shareholders, or if for any other reason (other than through the failure of Minco to satisfy any conditions or perform any covenants provided for in the Agreement), the Acquisition is not completed, Minco will be entitled to the immediate payment by Buchans of a break fee of CDN$150,000.
The Agreement has been unanimously approved by all of the Board of Directors of Buchans. Directors and officers of Buchans have entered into lock-up agreements with Minco under which they have agreed to vote their Buchans shares in favour of the Arrangement, representing approximately 6% of the shares entitled to vote at the Buchans special meeting.
Upon completion of the Acquisition two representatives of Buchans Minerals will be invited to join the Board of Directors of Minco.
Upon completion of the Acquisition Minco intends to seek a joint listing for its shares on the Toronto Stock Exchange.
Retirement of Chief Executive
Minco also announces the retirement as Chief Executive of Terence McKillen who has served in that position since 2008 and previously as Exploration Director since 1997. John Kearney, currently Executive Chairman will assume the additional role of Chief Executive, effective May, 1, 2013. Terence McKillen will continue to advise Minco as a member of the Board of Directors and in a consulting capacity.
Advisors
Minco is being advised in relation to this transaction by Davy Corporate Finance and by Canaccord Genuity.
Stephen Semeniuk, CFA (Capital Research & Consulting) is acting as financial advisor to Buchans.
Further Information
Buchans and Minco shareholders, as well as all other interested parties, are advised to read the materials relating to the Acquisition that will be filed by Buchans with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents free of charge at the Canadian Securities Administrators' website at www.sedar.com under the profile of Buchans Minerals Corporation.
Minco Buchans Lundberg Joint Venture Agreement
On April 30th, 2012, Buchans and Minco entered into an agreement granting Minco the right to earn a 51% interest in Buchans' base metal properties in central Newfoundland by spending CDN$8 million to advance the Lundberg Project to final feasibility over four (4) years as well as to further explore the extensive mineral properties in the region that are held by Buchans.
Under the April 2012 agreement Minco is initially required to spend CDN$3.5 million over the first two years from April 2012 to advance the project to the pre-feasibility stage. Following the completion of a new resource estimate in March 2013, Minco is undertaking ongoing development activities that include geotechnical engineering, open-pit mine planning, metallurgy, plant design, engineering, environmental studies and an economic evaluation.
Following the expenditure of CDN$3.5 million and the completion of a Pre-Feasibility Study, Minco will have the option under the April 2012 agreement to proceed to complete a final feasibility study by spending a further CDN$4.5 million over the following two years and thereby earn a 51% interest in the Lundberg Project.
Minco Option Agreement on the Woodstock Manganese Project
In October 2012, following completion of a six-month review, Minco entered into an option agreement with Buchans to further explore and develop the Woodstock manganese property. The review carried out by Minco indicated that the Woodstock Manganese Project has the potential to be developed into a significant long-term mine and processing facility capable of producing high purity electrolytic manganese metal (EMM) or electrolytic manganese dioxide (EMD).
Under the terms of the October 2012 option agreement, Minco will earn a 10% interest in Canadian Manganese Company Inc. ("CMC"), a wholly owned subsidiary of Buchans that owns 100% of the Woodstock manganese property, by spending CDN$1.25 million on exploration and development, which includes the recently completed drilling program, an inferred resource estimation and hydrometallurgical test work.
Following the initial expenditure of CDN$1.25 million, under the October 2012 agreement Minco will have 30 days to elect to continue with further expenditures of CDN$750,000 over a period of six months (second phase expenditures) to complete a preliminary economic assessment ("PEA") on the Plymouth deposit to earn a further 10% interest in CMC. If Minco does not elect to proceed with the second phase of expenditures, Buchans will have a 90-day option to buy back Minco's 10% interest in CMC back for CDN$1.25 million.
Upon completion of the PEA, under the October 2012 agreement Minco will have an exclusive 3 month option to elect to earn a further 30% interest in CMC by completing an NI 43-101 compliant pre-feasibility report on the Plymouth deposit within two years (the budget to be determined at that time).
ABOUT MINCO
Minco Plc, registered in the Republic of Ireland and listed on the AIM Alternative Investment Market of the London Stock Exchange ("MIO"), is an exploration and development company currently engaged in zinc-lead exploration in the United Kingdom, Ireland and Canada and in evaluating manganese project in New Brunswick, Canada. Minco holds investments in zinc and silver projects in Mexico through a holding of 30 million shares (approximately 29%) in Xtierra Inc. listed on the TSX Venture Exchange (TSX.V-"XAG").
Minco holds 15.4 million shares (approximately 9.8%) in Buchans Minerals Corporation, also listed on the TSX.V ("BMC").
Minco also holds a 2% NSR royalty on the Curraghinalt gold property in Northern Ireland, which is being explored by Dalradian Resources Inc. (TSX-"DNA").
Minco also holds approximately US$14 million in cash.
For further information of Minco refer to Minco's website at www.minco.ie.
For further information, www.minco.ie or contact:
John Kearney: Executive Chairman +1 416 362 6686
Danesh Varma: CFO & Company Secretary +44 (0) 8452 606 034
Peter McParland: Director - Ireland +353 (0)46 907-3709
John Frain/Fergal Meegan: (NOMAD) Davy +353 (0)1 6796363
Chris Rourke/ Guy Wheatley: (Corporate Advisor| Broker)
Beaufort International, London +44 (0)20 7382 8387