TORONTO, July 10, 2018 /CNW/ - Anaconda Mining Inc.
("Anaconda" or the "Company") – (TSX:ANX)(OTCQX:
ANXGF) announces today that it has rescinded its July 4, 2018 proposal to increase, by
approximately 28%, the consideration payable under its premium
take-over bid (the "Offer") to acquire all the issued and
outstanding 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.
The revised offer was conditional on Maritime management not
completing its previously announced private placement financing.
Maritime completed the private placement on July 6, 2018, resulting in dilution to current
Maritime shareholders by over 23%. Now that the private placement
has been completed, Anaconda will proceed with its original premium
Offer of 0.39 for each common share of Maritime held.
"It is unfortunate that Maritime's management continues to
entrench themselves while leading shareholders down a path of
chronic ownership dilution. As a result, Maritime management and
the board of directors have denied Maritime shareholders the
opportunity to tender into Anaconda's proposal to increase its
bid. Now, unless Maritime shareholders tender to the Offer,
they will be subject to further dilution in four months, as
outlined by Maritime's Circular. The time to act is now. By
combining our companies, we will create an emerging Atlantic Canada gold mining company with a
significant growth profile and the potential to generate more value
together as opposed to a stand-alone Maritime."
~ Dustin Angelo, President and
CEO of Anaconda
Further to the Company's June 14,
2018 news release announcing that it had received
shareholder approval by written consent for the issuance of common
shares of the Company (the "Anaconda Shares") in connection
with the Offer, the Company is pleased to announce that the
shareholder consent allowed for the additional dilution that would
be caused by Maritime's private placement and that the Company has
approval by written consent for the issuance of up to 57,623,000
Anaconda Shares, which represents 48.5% of the number of Anaconda
Shares currently issued and outstanding (calculated on a
non-diluted basis).
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 118,691,635 Anaconda Shares issued and
outstanding and, to the knowledge of
Anaconda, 99,373,116 Maritime Shares are 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 any securities of Maritime that
are exercisable for, convertible into or exchangeable for Maritime
Shares ("Convertible Securities"), issue approximately 38,755,515
Anaconda Shares under the Offer, which represents approximately
32.7% of the number of Anaconda Shares currently issued and
outstanding (calculated on a non-diluted basis). To the knowledge
of Anaconda, Maritime has Convertible Securities exercisable for an
aggregate of 42,667,557 Maritime Shares. An aggregate of
approximately 16,640,347 Anaconda Shares will be required to
be reserved for issuance upon the exercise of Convertible
Securities, which represents approximately 14.0% 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, 55,395,862
Anaconda Shares have been reserved for issuance, which represents
46.7% 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
24.6% 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 nor 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 10.6% of the issued and outstanding Maritime
Shares, pursuant to which such Maritime Shareholders 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 arrangements are expected to be entered into 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.
TENDER YOUR SHARES TODAY
All Maritime shareholders who wish to accept the Offer,
including those who have participated in the recent private
placement, must tender their shares by July
27, 2018 @ 5:00 p.m.
(EST).
Full details of the Offer are included in the Company's Offer to
Purchase and Circular, the related letter of transmittal, and the
notice of guaranteed delivery (collectively, the "Offer
Documents"), which are filed on SEDAR at www.sedar.com and have
been mailed to Maritime shareholders, holders of Convertible
Securities, and other persons who are entitled to receive those
documents under applicable laws.
The Depositary and Information Agent for the Offer is Kingsdale
Advisors. Questions and requests for assistance, including
assistance with respect to tendering your Maritime Shares, together
with the associated SRP Rights, to the Offer, or requests for
additional copies of the Offer Documents, may be directed to
Kingsdale Advisors by telephone at 1-855-682-2031 (toll free in
North America), or 416-867-2271
(collect calls outside North
America), or by email at
contactus@kingsdaleadvisors.com.
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.