TORONTO, July 4, 2018 /CNW/ - Anaconda Mining Inc.
("Anaconda" or the "Company")(TSX:ANX)(OTCQX: ANXGF)
announces today that it will increase by approximately 28% the
consideration payable under its premium take-over bid (the
"Offer") to acquire all the issued and outstanding common
shares ("Maritime Shares") of Maritime Resources Corp.
(TSX-V:MAE) ("Maritime") from 0.39 to 0.50 of a common share
of Anaconda ("Anaconda Share") for each Maritime Share (the
"Offer Consideration"), provided that Maritime does not
conclude its proposed dilutive private placement announced on
June 22, 2018 ("Private
Placement"). Under the improved Offer, Maritime shareholders
would own approximately 27% of Anaconda if accepted.
Should the highly dilutive Private Placement be completed,
Anaconda will withdraw the Offer.
Maritime shareholders will then incur dilution of over 23%,
including warrants, from the proposed Private Placement and once
again in the near future, as Maritime's Management Information
Circular clearly indicates that the funds from the Private
Placement will last four months. There is also a strong probability
the share price of Maritime will decline, and liquidity will
decrease significantly.
Anaconda believes the improved Offer Consideration is a fair and
full Offer to the Maritime shareholders. The Offer Consideration
represents $0.21 per Maritime Share
and a premium of approximately 108%, based on the 20-day volume
weighted average prices of the Maritime Shares on the TSX Venture
Exchange ("TSX-V") and the Anaconda Shares on the Toronto
Stock Exchange ("TSX") immediately preceding the date
Anaconda announced its intention to make an offer to Maritime
Shareholders on March 19, 2018. The
increased Offer Consideration also represents a premium of
approximately 82.5% based on the closing price of the Maritime
Shares on the TSX-V and the Anaconda Shares on the TSX on
July 3, 2018.
Anaconda is bringing this increased premium Offer directly to
Maritime shareholders as Maritime management and board of directors
continue to decline any opportunity to engage in constructive
dialogue with Anaconda, highlighting their underlying motivation of
personal entrenchment, rather than any meaningful consideration of
this compelling Offer. This entrenchment is further evidenced
by the proposed below-market, highly dilutive Private Placement,
which Anaconda continues to believe is a defensive tactic by
Maritime, with the intention of placing discounted Maritime Shares
in the hands of a few investors who will support this entrenchment,
despite a significantly higher Offer available from which all
Maritime shareholders could benefit.
"While Maritime management has not been willing to engage in any
constructive dialogue towards a business combination they do appear
willing to sell approximately 20% of the company for less than
$0.10 per share, while shareholders
face the prospect of virtually unlimited dilution for the uncertain
possibility of production at an unknown time in the future. Our
improved Offer allows Maritime Shareholders to benefit from a
compelling purchase premium while avoiding significant unwarranted
dilution from the proposed Private Placement. Maritime shareholders
will also be able to participate in the building of an emerging
Atlantic Canadian gold producer with a significant growth profile
and a management team that is invested and has demonstrated the
ability to execute on its business plans. The capital markets are
rewarding strategic transactions and support for small, single
asset gold companies is becoming challenging. Maritime shareholders
will benefit from the transactions for reasons beyond the
significant premium, and the time to act is now. Anaconda will
continue to grow organically and through other strategic
initiatives with other counterparties who see the value of
accretive combinations."
~Dustin Angelo, President and
CEO, Anaconda Mining Inc.
The date of expiry of the Offer is July
27, 2018. If Maritime shareholders have not yet tendered
their shares and wish to do so, they can contact Kingsdale Advisors
at 1.855.682.2031 or contactus@kingsdaleadvisors.com for
assistance.
Upon receipt of a confirmation from Maritime that it will not be
proceeding with a private placement, Anaconda will prepare a notice
of change and notice of variation (the "Notice of Change and
Variation"), which will reflect the increase to the Offer
Consideration. The Notice of Change and Variation and an amended
letter of transmittal will be filed on SEDAR (under Maritime's
profile) at www.sedar.com and mailed to registered securityholders
of Maritime when ready.
THE OFFER REMAINS OPEN FOR ACCEPTANCE UNTIL 5:00 PM (TORONTO
TIME) ON JULY 27, 2018, UNLESS THE
OFFER IS ABRIDGED, EXTENDED OR WITHDRAWN.
All dollar amounts in this news release are in Canadian dollars,
unless otherwise specified.
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.