TORONTO, June 14, 2018 /CNW/ - Anaconda Mining Inc.
("Anaconda" or the "Company") – (TSX:ANX) is pleased
to announce that it has received shareholder approval by written
consent for the issuance of up to 47,623,162 common shares
(the "Anaconda Shares") of the Company, in connection with
the Company's formal offer (the "Offer") to acquire all of
the issued and outstanding common shares ("Maritime Shares")
of Maritime Resources Corp. (TSX-V:MAE) ("Maritime"),
together with the associated rights (the "SRP Rights")
issued under the shareholder rights plan of Maritime dated
March 15, 2018, in exchange for
consideration of 0.390 of an Anaconda Share for each Maritime Share
(the "Offer Consideration"). The Offer includes Maritime
Shares that may become issued and outstanding after the date hereof
but prior to the expiry time of the Offer upon the exercise,
conversion or exchange of any securities of Maritime that are
exercisable for, convertible into or exchangeable for Maritime
Shares ("Convertible Securities"), other than the SRP
Rights. The Offer remains open for acceptance until
5:00 p.m. (Toronto time) on July
27, 2018, unless the Offer is abridged, extended or
withdrawn.
"We are very pleased to announce that the shareholders of
Anaconda have approved the issuance of Anaconda Shares for the
acquisition of Maritime, removing a significant condition to the
closing of the transaction. Maritime shareholders can be confident
that when they tender their Maritime shares, they do so with the
support of Anaconda shareholders for our compelling Offer to create
an emerging Atlantic Canadian gold producer with a significant
growth profile."
~Dustin Angelo, President and
CEO, Anaconda Mining Inc.
The Company has applied to list the Anaconda Shares issuable
under the Offer on the TSX. Such listing is subject to the
Company fulfilling all of the listing requirements of the TSX,
including obtaining approval of the shareholders of Anaconda (the
"Shareholders"), which is required under Subsection 611(c)
of the TSX Company Manual since the aggregate number of Anaconda
Shares issuable under the Offer is greater than 25% of the
outstanding Anaconda Shares. In accordance with Subsection
604(d) of the TSX Company Manual, the Company is permitted to
effect the Offer without obtaining the approval of its Shareholders
at a meeting of Shareholders if the Company provides the TSX with
evidence that Shareholders holding more than 50% of the Anaconda
Shares are familiar with the terms of the Offer and are in favour
of proceeding with the Offer and the issuance of the Anaconda
Shares required thereunder. Consent for the issuance of the
Anaconda Shares was obtained from Shareholders representing
approximately 50.9% of the issued and outstanding Anaconda Shares.
Pursuant to Subsection 604(d) of the TSX Company Manual, no
Anaconda Shares may be issued in connection with the Offer for a
period of five business dates following the date of this news
release.
There are currently 107,800,683 Anaconda Shares issued and
outstanding and 86,406,449 Maritime Shares issued and
outstanding. The Company does not own any Maritime Shares
and, to the knowledge of the Company, no directors or officers of
the Company own any Maritime Shares. As at the date hereof,
it is expected that the Company will, subject to any future
issuance of Maritime Shares or the exercise of Convertible
Securities into Maritime Shares, issue approximately 33,698,515
Anaconda Shares under the Offer, which represents approximately
31.3% of the number of Anaconda Shares currently issued and
outstanding (calculated on a non-diluted basis). Maritime has
Convertible Securities exercisable for an aggregate of 35,704,223
Maritime Shares. An aggregate of approximately 13,924,647 Anaconda
Shares will be required to be reserved for issuance upon the
exercise of Convertible Securities, which represents approximately
12.9% of the number of Anaconda Shares currently issued and
outstanding (calculated on a non-diluted basis). In
aggregate, based on the issued and outstanding Maritime Shares and
Convertible Securities, 47,623,162 Anaconda Shares have been
reserved for issuance, which represents 44.2% of the number of
Anaconda Shares currently issued and outstanding (calculated on a
non-diluted basis). However, if the Offer is successful,
Maritime Shareholders will own approximately 23.9% of the pro forma
Company (calculated on a non-diluted basis).
The Offer Consideration is a fraction of an Anaconda Share and
so it represents neither a discount or a premium to the market
price (as defined in TSX Company Manual) of the Anaconda
Shares.
The Company expects that if the Offer is completed, there will
be no changes to the control of the Company. To the Company's
knowledge, there are no controlling Maritime Shareholders and there
are no Shareholders that together with any Maritime Shares owned
currently would in the aggregate own greater than 10% of the issued
and outstanding Anaconda Shares on a consolidated basis following
the completion of the Offer.
The Company has entered into Lock-Up Agreements with Maritime
Shareholders holding 12.2% of the issued and outstanding Maritime
Shares, who have agreed to tender their Maritime Shares in support
of the Offer. Other than the Lock-Up Agreements, no voting
trust or similar agreements or arrangement are expected to be
entered in connection with the Offer.
The Offer, which is subject to certain terms and conditions, is
set forth in the offer to purchase and related take-over bid
circular dated April 13, 2018 (the
"Offer to Purchase and Circular"), a copy of which has been
filed with the securities regulatory authorities in Canada and is available through the Internet
at www.sedar.com and furnished to the Securities and Exchange
Commission and is available through the internet at
www.sec.gov.
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, 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 the
Company 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 the Company 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, 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 seven month period 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.