TORONTO, March 19, 2018 /CNW/ - Anaconda Mining Inc. ("Anaconda" or the "Company") – (TSX:ANX) announced today that it intends to make a formal offer (the "Offer") to acquire all of the issued and outstanding common shares ("Maritime Shares") of Maritime Resources Corp. (TSXV:MAE) ("Maritime") for consideration of 0.364 of a common share of Anaconda ("Anaconda Share") in exchange for each Maritime Share (the "Offer Price").
The Offer Price represents $0.14 per Maritime Share and a significant premium of 40% to the closing price of $0.10 per Maritime Share on the TSX Venture Exchange ("TSX-V") as of March 16, 2018. The Offer Price also represents a 44% premium to the volume weighted average trading price of $0.097 per Maritime Share on the TSX-V over the 20 trading days ended March 16, 2018. All dollar amounts in this news release are in Canadian dollars, unless otherwise specified.
Anaconda initially submitted a proposal to Maritime on January 29, 2018 to acquire all of the issued and outstanding Maritime Shares (the "Proposal") and has repeatedly attempted to engage in constructive discussions with the board of directors of Maritime. To date, the only meaningful response by Maritime to Anaconda's premium Proposal has been the implementation of a shareholders' rights plan. As a result of the lack of engagement, Anaconda has now decided to take the Offer directly to the shareholders of Maritime.
Benefits of the Offer to holders of Maritime Shares
Anaconda believes that there is a compelling rationale for Anaconda to acquire 100% of the issued and outstanding Maritime Shares (the "Transaction") and some of the significant benefits for Maritime shareholders include:
- Acceleration of development of Maritime's Hammerdown and Orion gold deposits through utilization of Anaconda's proven infrastructure at the Point Rousse Project:
- The Pine Cove Mill is the closest operating mill to Hammerdown;
- The mill has available capacity to process additional ore;
- The Pine Cove in-pit tailings facility is fully permitted and has approximately 15 years of capacity (based on current throughput rates).
- Potential for substantial Hammerdown development capital cost reductions by leveraging Anaconda's existing mill and tailings facilities.
- The pro-forma company would have a significantly larger Mineral Resource portfolio with growth potential in both Newfoundland and Nova Scotia.
- Underpinned by ongoing operations at the Point Rousse Project, a combination provides pro-forma shareholders with exposure to growing gold production.
- Anaconda has an experienced board of directors and management team:
- Hands-on operational experience including the development of several gold mines;
- Strong relationships with the Newfoundland and Labrador government;
- Better corporate governance and operational cost control.
- Anaconda is a leader in the gold sector in Atlantic Canada and has the capacity to leverage strategic opportunities in the region.
- Anaconda brings greater market presence, enhanced liquidity and a broader capital markets profile:
- In the 65 trading days from December 12, 2017 through March 16, 2018, Anaconda's average daily dollar volume of trading was approximately 20 times that of Maritime's.
"In the past 10 years, Anaconda has built a strong reputation in Newfoundland with all stakeholders and assembled significant operating infrastructure, including a 1,300-tonne per day mill, tailings capacity for approximately 15 years and a port facility. Even more important, Anaconda has an experienced, established operating team at the Point Rousse Project that is more than capable of developing the Hammerdown project. It is because of these characteristics, and others, that Maritime shareholders would benefit tremendously from the Offer. With favourable logistics and existing infrastructure in place, Anaconda expects it will be able to accelerate the development of the Hammerdown and Orion gold deposits at a lower capital cost than if the deposits were a stand-alone project. In doing so, we could deliver exceptional value in an expedited fashion to both Maritime and Anaconda shareholders. Despite the insufficient response to date from the board of Maritime, we remain steadfast in our resolve to bring our two companies together and be the catalyst we believe Maritime shareholders have been searching for."
~ Dustin Angelo, Chief Executive Officer of Anaconda