TORONTO, May 9, 2018 /CNW/ - Anaconda Mining Inc.
("Anaconda" or the "Company") – (TSX:ANX; QTCQX:
ANXGF) announces today that it has notified the TSX Venture
Exchange ("TSXV"), British Columbia Securities Commission
("BCSC") and board of directors ("Maritime Board") of
Maritime Resources Corp. (TSX-V:MAE) ("Maritime") of its
dissatisfaction with Maritime's proposed private placement of up to
$1,000,000, through the issuance of a
combination of units at a price of $0.10 per unit and flow-through units at a price
of $0.12 per flow-through unit,
announced on April 27, 2018 (the
"Private Placement").
The Private Placement is clearly an inappropriate defensive
tactic proposed to be undertaken by Maritime in the face of
Anaconda's premium take-over bid (the "Offer") to acquire
all the issued and outstanding common shares of Maritime
("Maritime Shares") in exchange for consideration of 0.390
of a common share of Anaconda for each Maritime Share (the
"Offer Consideration").
This reckless act is a thinly veiled attempt to disrupt the
premium Offer, alter the Offer's dynamics and deprive shareholders
of Maritime of a unique opportunity to realize an immediate premium
while also preserving their upside participation in the creation of
an emerging Canadian gold producer with a significant growth
profile. The Private Placement is below-market (at less than
$0.10 per Maritime Share) and far
below the Offer Consideration. There is no immediate
commercial justification for the Private Placement.
Completion of the highly dilutive Private Placement may
compel Anaconda to consider withdrawing the Offer for a number
of reasons, including but not limited to:
1.
|
The proposed Private
Placement will have a substantial dilutive effect on the Maritime
shareholders and, if completed in its entirety, will represent in
excess of 17% of the current issued and outstanding Maritime Shares
(on a partially diluted basis).
|
2.
|
The proposed Private
Placement is non-brokered, so that the Maritime Shares can be
placed only with investors who support the Maritime management and
oppose the Offer. Indeed, the Directors' Circular filed by Maritime
confirms that an affiliate of Maritime's financial advisor (which
has now opined that the consideration under the Offer is
inadequate) may participate in the proposed Private Placement.
|
3.
|
The Maritime Board
and management's interests are not aligned with those of the
Maritime shareholders as, collectively, they only own approximately
2.5% of the issued and outstanding Maritime Shares.
|
4.
|
Anaconda believes
that the Maritime Board approved the private placement as a
tactical maneuver intended to frustrate the Offer and further
entrench management. The Directors' Circular filed by Maritime does
not indicate that there was any consideration of the fairness of
the proposed Private Placement versus the Offer. The timing and
intent of the Private Placement further illustrates Maritime
management's motive of personal entrenchment and the associated
complicity of the Maritime Board, all at considerable expense to
Maritime's shareholder value.
|
Anaconda understands that shareholders of Maritime have written
to the TSXV, BCSC, and Maritime Board expressing their disapproval
of the abusive tactics being employed by Maritime to frustrate the
Offer. Anaconda encourages all Maritime shareholders to contact the
TSXV, BCSC and Maritime Board to express their
frustration.
NOTICE TO MARITIME SHAREHOLDERS IN THE UNITED STATES
The Offer is made for the securities of a foreign company. The
Offer is subject to disclosure requirements of a foreign country
that are different from those of the
United States. Financial statements included in, or
incorporated by reference into, the Offer to Purchase and Circular
of Anaconda to Maritime shareholders filed on SEDAR at
www.sedar.com on April 13, 2018, if
any, have been prepared in accordance with foreign accounting
standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim
you may have arising under the federal securities laws, since
Anaconda is located in a foreign country, and some or all of its
officers and directors may be residents of a foreign country. You
may not be able to sue a foreign company or its officers or
directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Anaconda may purchase securities
otherwise than under the Offer, such as in open market or privately
negotiated purchases.
The Offer will not be made in, nor will deposits of securities
be accepted from a person in, any jurisdiction in which the making
or acceptance thereof would not be in compliance with the laws of
such jurisdiction.
ABOUT ANACONDA MINING INC.
Anaconda is a TSX-listed gold mining, development, and
exploration company, focused in the prospective Atlantic Canadian
jurisdictions of Newfoundland and
Nova Scotia. The Company operates
the Point Rousse Project located in the Baie Verte Mining District
in Newfoundland, comprised of the
Stog'er Tight Mine, the Pine Cove open pit mine, the Argyle Mineral
Resource, the fully-permitted Pine Cove Mill and tailings facility,
and approximately 5,800 hectares of prospective gold-bearing
property. Anaconda is also developing the Goldboro Project in
Nova Scotia, a high-grade Mineral
Resource, with the potential to leverage existing infrastructure at
the Company's Point Rousse Project.
The Company also has a pipeline of organic growth opportunities,
including the Great Northern Project on the Northern Peninsula of
Newfoundland and the Tilt Cove
Property on the Baie Verte
Peninsula, also in Newfoundland.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information"
within the meaning of applicable Canadian and United States securities legislation.
Forward-looking information includes, but is not limited to, the
Offer and the completion of the Offer and related transactions.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects", or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "does not anticipate", or
"believes" or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would",
"might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates
of management at the date the information is made, and is based on
a number of assumptions and is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Anaconda to be
materially different from those expressed or implied by such
forward-looking information, including risks associated with the
exploration, development and mining such as economic factors as
they effect exploration, future commodity prices, changes in
foreign exchange and interest rates, actual results of current
production, development and exploration activities, government
regulation, political or economic developments, environmental
risks, permitting timelines, capital expenditures, operating or
technical difficulties in connection with development activities,
employee relations, the speculative nature of gold exploration and
development, including the risks of diminishing quantities of
grades of resources, contests over title to properties, and changes
in project parameters as plans continue to be refined as well as
those risk factors discussed in the Offer to Purchase and Circular
and annual information form for the year ended December 31, 2017, both available on
www.sedar.com. Although Anaconda has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such information. Accordingly, readers should not place undue
reliance on forward-looking information. Anaconda does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
SOURCE Anaconda Mining Inc.