Post by
phoenix_trader on Sep 02, 2015 7:30pm
Merging with Rambler
On Sept. 1, 2015, Rambler Metals and Mining PLC and Thundermin Resources Inc. signed a non-binding letter of intent, which sets out the principal terms upon which Thundermin will amalgamate with a wholly owned subsidiary of Rambler. The merger will be effected on the basis that the holders of the 116,598,059 issued common shares in the capital of Thundermin will receive 7,142,857 Rambler shares valued at approximately 1.3 cents per Thundermin share. Upon completion of the merger, the current Rambler shareholders will hold approximately 95.3 per cent of the outstanding shares of Rambler, and the current Thundermin shareholders will hold approximately 4.7 per cent of the outstanding shares of Rambler. Rambler will have a total of 151,311,085 common shares issued and outstanding upon completion of the merger. Reasons for the merger The merger will result in the consolidation under one corporate structure of the assets of both companies, including the ownership of the Little Deer and Whalesback copper deposits located in the Springdale area of north-central Newfoundland and Labrador, which are currently jointly owned on a 50-per-cent/50-per-cent basis by Thundermin and Rambler, and Rambler's nearby existing copper mining operations on the Baie Verte peninsula. Rambler president and chief executive officer, Norman Williams, stated: "We believe that the consolidation of the Little Deer and Whalesback copper assets under one ownership will benefit both Rambler and Thundermin shareholders through the shared use of the mining and processing infrastructure currently in place. The merger will also provide Rambler with a broader shareholder base in North America and could enhance trading liquidity on the TSX-V." Thundermin president and chief executive officer, John Heslop, stated: "The directors and management of Thundermin believe that the proposed merger will provide current Thundermin shareholders with an ongoing investment in a well-managed copper-producing company with an expected minimum 21-year mine life through the mining of the lower footwall zone at the current Ming mine, along with further upside potential with future production from the Little Deer and Whalesback copper deposits. The proposed merger will facilitate the potential development of the Little Deer and Whalesback copper deposits upon completion of a feasibility study and expand Rambler's resource base in Newfoundland and Labrador for the mutual benefit of the combined shareholder base. Thundermin believes that this merger will provide the best opportunity for Thundermin's current shareholders to participate in the long-term value and advancement of Thundermin's assets, which we have worked diligently to advance through very difficult market conditions over the past couple of years."