Minco PLC Regulatory News (MIO)

8 Jan 2008 15:34

Minco PLC08 January 2008 Additional Financing Planned for Mexican Projects Orca Minerals Initiates First Step in TSX Listing London, 8 January 2008 - Minco plc (MIO), the London AIM quoted precious andbase metals exploration and development company is pleased to report that OrcaMinerals Limited ("Orca"), its wholly-owned Canadian subsidiary, has signed anEngagement Letter with Union Securities Ltd. for the private placement, on abest efforts basis, of up to 5,000,000 Special Warrants at a price of $0.50(Canadian) per Unit for aggregate proceeds of $2,500,000 (Canadian) and that ithas entered in to an agreement with Antamena Capital Corp. ("Antamena") wherebyAntemena will acquire all of the issued and outstanding share capital of Orca asa Qualifying Transaction on the TSX Venture Exchange. Special Warrants Each Special Warrant will entitle the holder to receive, upon the exercise ordeemed exercise thereof without payment of any further consideration, one unitof securities of Orca (a "Unit"). Each Unit will be comprised of one commonshare of Orca (a "Common Share") and one-half of one common share purchasewarrant (a "Warrant") exercisable as follows: (i) to the extent such wholeWarrant is exercised during the first 12 month period from the Liquidity Event,it will entitle the holder to acquire one common share in the capital of theCompany at $0.75 (Canadian) per Common Share, and (ii) to the extent such fullWarrant is exercised after the end of the first 12 month period from theLiquidity Event and on or before the end of the second 12 month period from theLiquidity Event, one Common Share at $1.00 (Canadian) per share. The netproceeds of the Offering are to be used primarily to further the exploration anddevelopment of Orca's Mexican mineral projects. One-half of the gross proceeds minus costs and expenses received from the saleof the Special Warrants as a result of the efforts of Union Securities (the "Agent") will be subject to an escrow agreement and shall be paid to the Agentand deposited by the Agent in an interest bearing account until the completionof the Liquidity Event. Upon completion of the Liquidity Event, the Agent shallrelease the funds to Orca forthwith. Liquidity Event The Liquidity Event means the completion by Orca of (i) a distribution to thepublic of Common Shares in Canada pursuant to a prospectus and the concurrentlisting of the Common Shares for trading on a recognized Canadian exchange (a "Recognized Exchange") or (ii) another transaction as a result of which alloutstanding Common Shares, or the securities of another issuer issued inexchange for all such outstanding Common Shares, are traded on a RecognizedExchange and are freely tradeable (subject to control block restrictions). Orcawill undertake to use its commercially reasonable efforts to complete aLiquidity Event on or before June 30, 2008. Failure to meet this deadline willtrigger a penalty of an additional 10% of securities being issued to thepurchasers of Special Warrants for no additional consideration. Listing of Shares Orca has entered into agreement with Antamena Capital Corp., a Capital PoolCompany ("CPC") whose shares are listed on the TSX Venture Exchange (symbolANT.P) whereby Antamena will acquire all of the issued and outstanding sharecapital of Orca as a Qualifying Transaction. Unlike a traditional IPO, the CPCprogram enables seasoned directors and officers to form a "Capital Pool Company"with no assets other than cash and no commercial operations, list it on TSXVenture Exchage, and raise a pool of capital. The CPC then uses these funds toseek out an investment opportunity in a growing business (in this case OrcaMinerals). Once the CPC has completed its "qualifying transaction" and acquiredan operating company which meets Exchange listing requirements, its sharescontinue trading as a regular listing on the Exchange. The proposed transaction will be subject to a formal share purchase agreement,in normal commercial form for parties acting at arm's length for transactions ofthis nature, which will contain representations and warranties concerning theCorporation, its business, the Purchased Shares and supporting indemnities. Thetransaction may be structured as an asset or amalgamation transaction based onthe legal and tax advice of both parties. Antemena has confirmed that it hasassets of approximately $300,000 in cash and no liabilities and that its shareswere listed for trading on August 7, 2007. The share capital of Antamena willnot exceed 2,250,000 shares at the time of completion of the transaction whichwill entail the issuance of 30,000,000 shares to Minco (at a deemed value of$1.00 per share) and 2,250,000 shares being retained by Antamena's shareholders,for a total of 32,250,000 shares before conversion of Speial Warrants or otherfinancings. The shares issued to Minco as a result of the Transaction will be subject to theescrow policies of the TSX Venture Exchange which provide for an escrow ofbetween 18 months and 36 months depending upon the Tier status of the Issuer.Minco will seek to distribute, on a tax neutral basis, a portion of such sharesto its existing shareholders. The resulting ownership of Antemena, as at the date of closing of theTransaction and prior to any major financing, would be as follows (undilutedshare capital): Shares Funds ($mm) OwnershipMinco 30,000,000 72.30%Original Antemena shareholders 2,250,000 0.30 5.42%Private Placement (PRCM)1 4,240,000 2.12 10.24%Private Placement (Union)2 5,000,000 2.50 12.04%Total 4.92 100.00% (Shares referred to in 1 and 2 above are/will be Special Warrants to beexchanged for Common Shares upon completion of the Transaction.) Expanded Financing Pursuant to an earlier financing agreement between Orca and Pacific Road CapitalManagement ("PRCM"), representing three Australian based private equity funds,PRCM has an option to participate up to $2.75 million as part of any financingof Orca contemplated prior to achieving the Liquidity Event. Should PRCMexercise this option to participate, the number of Special Warrants issued mayincrease by up to 5,500,000, for additional proceeds of up to $2.75 million.PRCM has the additional option to provide project development financing for boththe Bilbao and Laguna projects. Resumption of Drilling at Bilbao Minco is further pleased to announce that Orca has resumed drilling on theBilbao project in Zacatecas with a focus on infill drilling on the existingresource. Chairman's Comment Commenting on the announcement, Roger Turner, Executive Chairman said: "We arevery pleased that Union Securities have agreed to assist in the placement ofadditional Special Warrants to finance Orca's ongoing exploration anddevelopment activities in Zacatecas, Mexico and that through the proposedtransaction with Antemena Capital, Orca will achieve the listing of its shareson the TSX Venture Exchange." About Minco: Minco PLC is an AIM quoted precious and base metals exploration and developmentcompany with silver projects in Mexico and zinc exploration in Ireland. For further information, www.minco.ie or contact: Roger Turner: Executive Chairman & CEO +44 (0)20 7397 8155Terence McKillen: Director of Exploration & Business Development +1 416 362 6686Danesh Varma, CFO & Company Secretary +44 (0)20 7397 8154John Frain / Fergal Meegan: (NOMAD) Davy + 353 (0)1 6796363Tom McCormack (Ireland PR) ConneXions +353 (0)1 230 3015 This information is provided by RNS The company news service from the London Stock Exchange