TORONTO, June 28, 2018 /CNW/ - Anaconda Mining Inc.
("Anaconda" or the "Company") – (TSX:ANX)(OTCQX:
ANXGF) announces today that it opposes the proposed private
placement of Maritime Resources Corp. (TSX-V:MAE)
("Maritime"), which has now been increased to $1,500,000, 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, as announced on
June 22, 2018 (the "Private
Placement"). Anaconda also wishes to clarify certain
misrepresentations made by Maritime's management and board of
directors concerning the data room information made available.
Maritime Private Placement
Anaconda continues to believe the Private Placement is a
defensive tactic by Maritime's management and board of directors to
thwart 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"). To date Maritime has failed to
engage in a constructive dialogue with Anaconda and has provided no
fundamental reason to repudiate Anaconda's Offer.
The completion of the highly dilutive Private Placement may
compel Anaconda to withdraw or revise the Offer. The Company's
Offer was based on the Maritime market capitalization and the
Maritime Shares issued and outstanding as of the date of the Offer,
and the resultant inflated share structure will cause Anaconda to
reconsider the terms of the Offer.
The proposed Private Placement will have a substantial dilutive
effect on the Maritime shareholders, and based on Maritime's own
Information Circular filed on SEDAR on June
22, 2018, Maritime will need to raise additional funds
within four months. Therefore, existing Maritime shareholders will
incur dilution of over 23%, including warrants, of the current
issued and outstanding Maritime Shares (on a partially diluted
basis) from this Private Placement, and will presumably be diluted
again in four months by an additional offering. It is probable, in
the absence of Anaconda's Offer, that any subsequent offering by
Maritime will be executed at terms below current market levels.
Maritime shareholders should be aware that, based on Maritime
management's recent track record, almost half of funds raised have
been consumed by corporate general and administrative expenses.
Anaconda is committed to serving the best interests of its
shareholders, employees, service providers and business
partners. Accordingly, we will revisit the terms and
conditions of our Offer in light of the proposed Private Placement
by Maritime's management and board of directors.
Data Room
Anaconda also wishes to correct the misrepresentation by
Maritime's management and board of directors that the data room
provided by Anaconda for the purposes of due diligence was mostly
public information and was incomplete. Anaconda has provided a
detailed data room of both public and non-public information. The
data room contains a significant amount of non-public information
including detailed financial models and budgets, month-end
reporting information for the Company's operations, mine and
operating plans, Whittle Pit optimization data, block models and
drill hole databases for all material deposits, and evidence of all
key permits, including in-pit tailings deposition approvals.
In addition, on numerous occasions since the data room was
opened, the Company has reached out to Maritime's management and
financial advisor to review the contents of the data room and
address any questions. Maritime's management and its financial
advisor have declined the invitation to do so.
As Maritime management has not made any effort to interact with
Anaconda regarding due diligence matters or follow-up on supposed
missing information, it is highly unlikely that Maritime management
has undertaken appropriate due diligence to assess the merits of
the Offer to make an informed recommendation to Maritime
shareholders. Maritime management would rather proceed with a
below-market Private Placement and remain entrenched, as opposed to
meaningfully engaging in a transaction which is accretive to its
shareholders.
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 fiscal 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.