Vangold Resources Ltd. (TSX-V: VAN) ("Vangold") reports that
International Beryllium Corporation (TSX-V: IB) ("IB" or the
"Company"), an emerging vertically integrated global beryllium
company focused on every element of the mine to market value chain,
is pleased to announce that it has signed a definitive agreement
(the "Agreement") to acquire Nonferrous Products, Inc., a
profitable and growing beryllium metalworking and specialty alloy
processing company. The proposed acquisition, previously announced
by IBC in their June 5, 2008 news release, is an arm's length
transaction. Vangold holds 25,609,756 common shares of IBC.
IB, through its wholly owned subsidiary IBC US Holdings, Inc.
("IBC US"), will acquire the issued shares of NF Industries, Inc.,
which in turn owns the issued shares of Nonferrous Products, Inc.
(collectively "NF" or "Nonferrous"). The aggregate purchase price
is approximately US$10,500,000, payable as to US$6,000,000 in cash,
US$3,000,000 in vendor debt and common shares of IBC ("IB Shares")
provided that IBC shall not be obligated to issue more than
C$1,500,000 in IB Shares at a deemed price of C$0.50 per share. The
Company has paid to the vendors a non-refundable deposit in the
amount of US$500,000. The vendor debt will bear interest at 8% and
is due in three years, but may be repaid at any time. Pursuant to
the policies of the TSX Venture Exchange (the "TSXV"), the IB
Shares issuable will be subject to a hold period of four months and
one day from the date on which they are issued. Completion of the
acquisition is subject to certain conditions including the approval
of the Nonferrous shareholders and the TSXV. On completion of the
acquisition IBC US will hold all of the issued and outstanding
shares of Nonferrous. No finder's fee is payable in connection with
the acquisition.
"International Beryllium Corporation is very pleased to have
signed this acquisition agreement with Nonferrous, which had 2007
revenues of US$11.4 million. On a pro forma basis with Freedom
Alloys, our fiscal 2007 revenues were US$7.3 million, with the
acquisition of Nonferrous increasing our revenue base by more than
100%," said Anthony Dutton, President and CEO of IB. "We look
forward to working closely with the NF management team as we
continue to consolidate our position in the global beryllium
market. We were very impressed with the Nonferrous team which
possesses invaluable technical experience and market knowledge that
will allow us to work together to aggressively expand our
manufacturing and marketing footprint in North America and
globally."
Nonferrous Products, Inc. is a niche manufacturer of custom
copper beryllium, copper and bronze alloys. NF provides tooling
components for the North American automotive industry, Asian,
European and North American plastic mold producers, electronic
component manufacturers and the global oil and gas service
industry. NF is also an approved vendor to the US Navy and
privately owned submarine and aircraft carrier producers and repair
facilities.
NF has been in continuous operation since its founding in 1946
and is headquartered on a 12-acre company-owned site in Franklin,
Indiana, south of Indianapolis, where it has 49,000 square feet of
manufacturing facilities. The company has a staff of 35 employees
including three metallurgists and a seven-person technical sales
staff. Consistently profitable, NF recorded a 16% increase in 2007
audited sales over 2006. Significant growth drivers include the
rapidly expanding export markets and the growth of plastic mold and
oil and gas applications globally.
Nonferrous sources beryllium copper, hardened copper alloys,
aluminum bronze and high purity copper in cast billet, slab or
ingot chemically certified by its mill sources in North America,
Asia and Europe. NF then forges and heat treats these metals into
usable industrial products serving the industrial welding, oil and
gas, plastic mold, metal melting, marine defense, electronic and
industrial equipment markets. NF has the largest forging press in
North America solely producing high-value beryllium and other
copper alloys and can manufacture and machine custom product from
20 to 4,000 lbs. in compliance with ASTM and other industry
standards. Its proprietary forging and heat treating processes
maximizes the secondary properties of these metals while providing
near-net shape components for its customers with a machining and
testing operation.
"This agreement represents an important strategic milestone for
IB and NF as well as an excellent growth opportunity for both
companies," stated Denis Brady, CEO of Nonferrous. "From our
initial meeting it was immediately clear that both IBC and
Nonferrous had the same strategic vision of consolidation and
vertical integration of the global beryllium industry and that our
joining forces would be inevitable and in the best interests of our
company and our future. We look forward," continued Brady, "to
integrating our operations with those of IB and Freedom Alloys, a
wholly owned subsidiary of IBC and a valued supplier and customer
of NF, as we consolidate and integrate our operations to focus on
growth and additional acquisition opportunities."
This news release was prepared by management of IBC, which takes
full responsibility for its contents. There can be no assurance
that the proposed acquisition will be completed as described, or at
all.
About International Beryllium Corporation
International Beryllium Corporation is a global manufacturing,
exploration and development company focused on beryllium, beryllium
oxides and beryllium master alloys. Beryllium and related alloys
are used in a broad range of specialized industrial applications
such as nuclear power, defence, electronics and automotive.
International Beryllium's common shares are traded on the TSX
Venture Exchange under the symbol IB.
Legal Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements," as that
term is defined in Section 27A of the United States Securities Act
of 1933, as amended, and Section 21E of the United States
Securities Exchange Act of 1934, as amended. Statements in this
news release which are not purely historical are forward-looking
statements and include any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such
forward-looking statements include, among others, the expectations
and/or claims, as applicable, that: (i) IB and Nonferrous will grow
into a strong vertically integrated international beryllium
company; (ii) IB is looking forward to a successful integration and
growth in market share and shareholder value for IB; and (iii) IB
plans to pursue additional downstream acquisition opportunities and
expand its manufacturing and marketing footprint in both North
American and international markets.
Actual results could differ from those projected in any
forward-looking statements due to numerous factors. Such factors
include, among others: (i) the risk that IB does not execute its
business plan; (ii) the inability of IB to keep pace with market
requirements; (iii) the Company's inability to maintain key
relationships with suppliers and customers; (iv) the Company not
being able to retain key employees; (v) competitors providing
better or cheaper products; (vi) markets for the Company's products
not developing as expected; (vii) the Company's inability to
finance its operations or growth; (viii) inability to obtain all
necessary government and regulatory approvals; (ix) the inability
to effectively market the Company's products, including the
establishment of viable relationships with third parties; (x)
fluctuating beryllium prices may negatively impact IB's business
plans and strategies; and (xi) failure to complete the Nonferrous
transaction for any reason. These forward-looking statements are
made as of the date of this news release and the Company assumes no
obligation to update the forward-looking statements, or to update
the reasons why actual results could differ from those projected in
the forward-looking statements. Although the Company believes that
the beliefs, plans, expectations and intentions contained in this
press release are reasonable, there can be no assurance those
beliefs, plans, expectations, or intentions will prove to be
accurate.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy of this news release.
To find out more about Vangold Resources Ltd. please visit our
website at www.vangold.ca or contact Dal Brynelsen at 604-684-1974
or by email brynelsen@vangold.ca.
On Behalf of the Board of
VANGOLD RESOURCES LTD.
"Dal Brynelsen"
Dal Brynelsen, President and CEO
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
news release.
Distributed by Filing Services Canada and retransmitted by
Marketwire
Contacts: International Beryllium Corporation Anthony Dutton CEO
(604) 685-6263 ext. 111 Email: Email Contact Website:
www.internationalberyllium.com
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