IMX Resources and Continental Nickel Agree to Business Combination
14 Mayo 2012 - 4:35PM
PR Newswire (Canada)
Highlights -- Consolidates ownership of the Nachingwea Nickel
Project and simplifies the structure of the two companies -- IMX to
be the surviving entity -- Attractive project pipeline underpinned
by cash flow from the Cairn Hill Mining Operation -- Clear
development strategy to advance the Nachingwea Nickel Project
towards production in 2015 -- Strengthens balance sheet with
greater financial flexibility -- Enhanced trading liquidity and
intended dual listing (ASX and TSX) TORONTO, May 16, 2012 /CNW/ -
IMX Resources Limited ('IMX') and Continental Nickel Limited
('Continental') have entered into a definitive arrangement
agreement (the 'Arrangement Agreement'), pursuant to which IMX has
agreed to acquire all the issued and outstanding common shares in
the capital of Continental that it does not already own for shares
and warrants in the capital of IMX, by way of a Continental plan of
arrangement (the 'Arrangement') under the Canada Business
Corporations Act. In connection with the Arrangement, IMX has
agreed to apply to list its ordinary shares and the warrants issued
under the Arrangement on the Toronto Stock Exchange (the 'TSX').
IMX intends to retain its listing on the Australian Securities
Exchange (the 'ASX') and add to its listing the IMX warrants issued
under the Arrangement. The combination of Continental and IMX will
see the ownership and control of the Nachingwea Nickel Sulphide
Project (the 'Nachingwea Nickel Project' or 'Nachingwea') in
Tanzania, consolidated in a single entity. IMX currently owns
approximately 37% of the issued capital of Continental.
Nachingwea is operated under a joint venture between Continental
and IMX, with Continental owning 75% of the JV and IMX owning
25%. Continental is the operator of the Nachingwea Nickel
Project. Neil Meadows, Managing Director of IMX, said: "The
combination of IMX and Continental results in a stronger company
with an impressive pipeline of high quality projects, including
100% of the potentially significant Nachingwea Nickel
Project. With the project under single ownership, there is
now a clear path to advance towards commencing nickel production.
The attractive asset base, together with a simplified corporate and
project structure, dual ASX-TSX listing, an open register and a
market capitalization of approximately A$100 million, provides a
strong basis to significantly increase investor focus and the
potential for inclusion in major stock market indices." Dave
Massola, President and Chief Executive Officer of Continental,
said: "The consolidation of Nachingwea in a larger and more
attractive company significantly enhances the potential to unlock
value for shareholders through the timely and optimal development
of the project. With ongoing operating cash flow from Cairn Hill
and a substantially improved profile, the combined company is well
placed to continue to fund Nachingwea from both internal and
external sources. In addition, Continental shareholders gain
exposure to the emerging Mt Woods Magnetite Project in South
Australia." Transaction Summary Under the proposed Arrangement,
each Continental shareholder will receive 3.7 IMX ordinary shares
plus 0.5 of an ordinary share purchase warrant (equivalent to an
option in Australian parlance) for each Continental common share.
Each full warrant will entitle the holder to acquire one IMX
ordinary share at an exercise price of A$0.60 or C$0.62 per
IMX ordinary share (at the sole election of the holder) and will
expire three (3) years from completion of the transaction. Any
Continental common shares acquired on exercise of existing
Continental options prior to the completion date of the transaction
will participate in the Arrangement. Outstanding Continental
options on the effective date of the Arrangement will be entitled
to receive replacement IMX options. The number of replacement
options and the exercise price of those options will be determined
based on the effective exchange ratio of the Arrangement as
contemplated by the Arrangement Agreement. In connection with the
Arrangement, IMX expects to issue approximately 99.8 million new
ordinary shares, 13.5 million warrants and approximately 12 million
options. Based on the exchange ratio, IMX considers that the offer
represents for Continental shareholders(1): -- An implied
Arrangement value of approximately C$1.03 per Continental share2 --
A premium of 51% to the last closing price of Continental shares
and 45% to the Continental 20-day volume weighted average price3
Upon completion of the transaction, current IMX and Continental
shareholders will hold approximately 72.5% and 27.5% of the fully
paid ordinary shares in IMX respectively. Recommended and Supported
Transaction The Board of Directors of Continental, after receiving
the recommendation of the Independent Committee of the Board
created to oversee the transaction process, has unanimously
determined (with Messrs. Nitschke and Haggarty, directors of IMX
and Continental, recusing themselves) that the Arrangement is in
the best interests of Continental and is fair, from the point of
view of the Corporation's shareholders (other than certain
interested parties including IMX), and has unanimously recommended
that Continental shareholders vote in favour of the Arrangement.
Continental's financial advisor has provided an opinion to the
Independent Committee and the Board of Directors to the effect
that, subject to certain qualifications and assumptions, the
consideration to be received by the Continental shareholders under
the Arrangement is fair, from a financial point of view, to
Continental shareholders (other than those shares held by certain
interested parties including IMX). In addition, certain major
Continental shareholders, being Macquarie Bank Ltd, Geologic
Resource Partners LLC and certain of its affiliates and Galena
Special Situations Masters Fund, have entered into voting lock-up
agreements with IMX and have agreed to vote their Continental
shares in favour of the proposed Arrangement, subject to the
Arrangement Agreement not being terminated prior to the Continental
shareholder vote and certain other conditions. The shares
subject to voting lock-up agreements, together with IMX's existing
shareholding of approximately 37%, represent approximately 66.4% of
the outstanding Continental shares. Management The management of
IMX will continue to be led by Neil Meadows as Managing Director,
with the head office remaining in Perth, Western Australia, but
will be strengthened with the addition of key personnel from
Continental, including the President and Chief Executive Officer of
Continental, Mr. Dave Massola, to assist with the transition. Other
Key Transaction Terms The transaction will be carried out by way of
a court-approved plan of arrangement under the Canada Business
Corporations Act and will require the approval of (a) at least
66(2/)(3)% of the votes cast by the shareholders of Continental at
a special meeting of the Continental shareholders (including IMX)
and (b) a simple majority of the votes cast by the shareholders of
Continental, excluding any CNI shares held by certain interested
parties, including IMX, in accordance with the requirements of
Multilateral Instrument 61-101 - Protection of Minority
Securityholders in Special Transactions ('MI 61-101'). The
Arrangement is exempt from the requirement to obtain a formal
valuation pursuant to MI 61-101 as no securities of Continental are
listed on a specified exchange. It is expected that the transaction
will be exempt from the registration requirements of the U.S.
Securities Act of 1933, as amended, pursuant to the court approval
exemption afforded by section 3(a)(10) under that Act. The
Arrangement Agreement also provides for, among other things, a
non-solicitation covenant by Continental, subject to customary
provisions that entitles Continental to consider and accept a
superior proposal, a right in favour of IMX to match any superior
proposal, and the payment by Continental and IMX of a termination
payment or expense reimbursement in certain circumstances. The
Arrangement is subject to certain other approvals, including IMX
shareholder approval (if required) and any applicable regulatory
approvals, as well as the satisfaction of certain other closing
conditions customary in transactions of this nature. The issue of
IMX securities under the Arrangement may result in a taxable event
for Continental shareholders, particularly those residing in Canada
and the United States. Continental securityholders are encouraged
to consult their tax advisors. Further information regarding the
transaction will be contained in an information circular that
Continental will prepare, file and mail to Continental shareholders
and make available to IMX shareholders on the IMX website. All
shareholders are urged to read the information circular once it
becomes available as it will contain additional important
information concerning the Arrangement. Details regarding these and
other terms of the Arrangement are set out in the Arrangement
Agreement which will be filed on Continental's profile on SEDAR at
www.sedar.com. Financing In connection with the proposed
Arrangement, IMX has agreed to provide an advance on its capital
obligation to Nachingwea in the amount of US$3,750,000. In
addition, IMX has agreed to provide a loan for the same amount to
Continental to assist Continental in funding its capital
obligations in respect of the Nachingwea Nickel Project. The loan
is evidenced by a promissory note which provides for the terms of
repayment, including Continental's ability to repay amounts
outstanding under the note by issuing common shares in the capital
of Continental. IMX is a related party of Continental and
accordingly, the loan is subject to the rules contained in MI
61-101 and Policy 5.9 of the TSXV as a related party transaction. A
formal valuation in respect of the loan is not required under
section 5.4 of MI 61‐101 as Continental is not listed on a
specified stock exchange in accordance with subsection 5.5(b) of MI
61‐101. In addition, Continental is relying on the exemption
contained in subsection 5.7(c) of MI 61-101 from the requirement to
obtain minority shareholder approval for the loan. Transaction
Timetable The present intention is to dispatch the necessary
shareholder documents on or around late June / early July 2012,
providing for the necessary shareholder meeting(s) to be held in
late July / early August 2012. On this basis, completion of
the transaction is estimated to occur in early to mid August 2012.
Advisors IMX is being advised in relation to the transaction by
Standard Chartered Bank as its corporate advisor, and Stikeman
Elliott LLP and Finlaysons as its legal advisors. GMP Securities
L.P. is acting as financial advisor to the Independent Committee of
the Board of Directors of Continental and Osler, Hoskin &
Harcourt LLP and Corrs Chambers Westgarth are acting as
Continental's legal advisors. About IMX Resources Limited IMX
Resources Limited is an ASX listed company headquartered in Perth,
Western Australia. IMX is a mining and mineral exploration company
with an iron ore mining operation in South Australia, and a
pipeline of advanced exploration projects in Australia and Africa,
focusing on iron ore, nickel, copper and gold. IMX operates and
owns 51% of the Cairn Hill Mining Operation, located 55 km
south-east of Coober Pedy in South Australia, where it produces a
premium coarse-grained magnetite-copper-gold DSO product at a rate
of 1.7Mtpa. In Tanzania, IMX holds an approximate 53% beneficial
interest in the Nachingwea Nickel Project in southern Tanzania,
which is managed and operated by 75% JV partner, Continental . IMX
has an approximate 37% direct equity investment in CNI and a 25%
interest in the Nachingwea JV Company. IMX is actively developing
the Mt Woods Magnetite Project on the highly prospective Mt Woods
Inlier in South Australia. IMX owns 100% of the iron ore
rights of the Mt Woods tenement package. IMX has also entered into
a joint venture with OZ Minerals (the Mt Woods Copper-Gold JV
Project) to explore the Mt Woods tenements for copper and
gold. OZ Minerals is spending a minimum of A$20M for a 51%
interest in the non-iron rights, with IMX retaining a 49% interest
in the non-iron rights. IMX owns 25.65% of Uranex NL , which is a
dedicated uranium exploration company, which is developing the
Mkuju Uranium project in southern Tanzania. Visit:
www.imxresources.com.au About Continental Continental Nickel is
focused on the exploration, discovery and development of nickel
sulphide deposits in geologically prospective, but under-explored
regions globally. The Company's key asset is its 75% interest in
the Nachingwea Nickel Project in Tanzania. The project is a 75:25
joint venture between Continental and IMX. Continental also has an
option to joint venture on the St. Stephen project in New
Brunswick, Canada where the 2010-2012 diamond drill programs
discovered Ni-Cu sulphide zones not previously identified.
Information in this announcement relating to Continental has been
prepared under the supervision of, or approved by, Patricia
Tirschmann, P. Geo., who holds the position of Vice President,
Exploration, of Continental. Visit: www.continentalnickel.com
Cautionary note regarding forward looking statements Certain
statements contained in this press release may contain
forward-looking information about IMX and Continental.
Forward-looking information can often be identified by the use of
forward-looking terminology such as "anticipate", "believe",
"continue", "expect", "goal", "intend", "target", "potential",
"may", "plan" or "will" or the negative thereof or variations
thereon or similar terminology. Forward-looking information may
include, but is not limited to: successful completion of the
Arrangement; continued operational and exploration results at each
of IMX and Continental's properties; future financial or operating
performance of IMX and Continental and their projects; the future
price of metals; the long term supply and demand for nickel;
continuation of exploration activities; mineral reserve and mineral
resource estimates; the realization of mineral resource estimates;
and future price of IMX's securities and Continental's common
shares. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable by IMX and Continental as of the date of such
statements, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. The
estimates and assumptions of IMX and Continental contained in this
news release, which may prove to be incorrect, include, but are not
limited to, the various assumptions set forth herein as well as:
(1) that IMX and Continental will complete the proposed business
combination transaction in accordance with the terms and conditions
of the Arrangement Agreement; (2) the accuracy of management's
assessment of the effects of the successful completion of the
proposed transaction; (3) the accuracy of IMX and Continental's
mineral reserve and mineral resource estimates; (4) that production
at the Nachingwea Nickel Project will be able to commence
consistent with management's expectations; (5) the trading price of
securities of IMX and Continental; (6) there being no significant
disruptions affecting IMX and Continental's operations, whether due
to labour disruptions, supply disruptions, power disruptions,
damage to equipment or otherwise; (7) that the exchange rate
between the Canadian dollar, the Australian dollar and the US
dollar will be approximately consistent with current levels or as
set out in this news release; (12) certain price assumptions for
nickel; (8) permitting, development and expansion at IMX's and
Continental's existing properties, including the preparation of any
feasibility studies, on a basis consistent with IMX's and
Continental's current expectations; and (9) the ability of IMX to
list its ordinary shares and ordinary share purchase warrants on
the ASX and TSX. The forward-looking information set forth in this
news release is subject to various risks and other factors which
could cause actual results to differ materially from those
expressed or implied in the forward looking information, including
the risk that the proposed business combination transaction will
not be completed for any reason. Certain of these risks, factors,
estimates and assumptions are described in more detail in
Continental's most recently reported Management's Discussion and
Analysis under the heading "Forward Looking Statements", to which
readers are referred and which are incorporated by reference in
this news release. These risks, factors, estimates and assumptions
are not exhaustive. IMX and Continental disclaim any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
or to explain any material difference between subsequent actual
events and such forward-looking statements, except to the extent
required by applicable law. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release. ___________________ (1)
Assuming CAD:AUD exchange rate of 1.000 (2) Based on the last
closing price for IMX on 16 May 2012 of A$0.270 per IMX share, and
based on a Black-Scholes valuation of the IMX warrant of A$0.057
per warrant (based on a forecast volatility of IMX shares of 60%
(derived having consideration for historical IMX trading
volatility) as well as other assumptions) (3) Based on the
last closing price for Continental on 16 May 2012 of C$0.68 per
Continental share, and on a 20-day volume weighted average price of
C$0.71 per Continental share Continental Nickel Limited CONTACT:
IMX: Neil MeadowsManaging DirectorTel: +61 8 9388 7877E:
nmeadows@imxres.com.auwww.imxresources.com.au Tony DaweProfessional
Public RelationsTel:+61 8 9388 0944E:
tony.dawe@ppr.com.auwww.imxresources.com.au Continental:Dave
MassolaPresident and CEO (416) 603-8416 (ext 228) (416) 603-8760
(FAX)info@continentalnickel.comwww.continentalnickel.com
Copyright
Continental Nickel Limited (TSXV:CNI)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
Continental Nickel Limited (TSXV:CNI)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024