Anaconda and New Island Agree to Friendly Transaction - Anaconda to Acquire New Island's Interest in Pine Cove Mine and New Isla
30 8월 2010 - 10:28PM
PR Newswire (Canada)
ST. JOHN'S, NEWFOUNDLAND and LABRADOR and TORONTO', Aug. 30 /CNW/
-- ST. JOHN'S, NEWFOUNDLAND and LABRADOR and TORONTO, Aug. 30 /CNW/
- Anaconda Mining Inc. ("Anaconda") (TSX: ANX) and New Island
Resources Inc. ("New Island") (TSX VENTURE: NIS) are pleased to
announce that they have reached agreement on a friendly
transaction. The friendly transaction would be structured as a Plan
of Arrangement and 22,602,315 Anaconda shares will be distributed
to the shareholders of New Island in exchange for New Island's
interest in the Pine Cove Property (the "Revised Transaction"). The
exact share exchange ratio will be determined prior to the interim
court application for the Plan of Arrangement and based upon the
number of New Island Shares outstanding at that time. The share
exchange ratio shall not be less than 0.42 of an Anaconda share or
greater than 0.45 of an Anaconda share per New Island share. In
addition, pursuant to the Plan of Arrangement, expected to close on
or before October 15, 2010: - Anaconda would acquire New Island's
interest in the Pine Cove Mine and Mill. - New Island would
continue as a public company and would retain the prospective
Glover Island property and all of the remaining assets of New
Island. - Upon closing of the Revised Transaction, all of the New
Island shares acquired by Anaconda pursuant to its current
take-over bid (the "Offer") will be returned to tendering
shareholders. - Upon closing of the Revised Transaction every New
Island shareholder, whether or not they tendered to the Offer will
receive the same number of Anaconda shares (per New Island share
tendered) and will continue to own a New Island share. - New Island
is permitted to issue new securities in New Island before the
interim court application for the Plan of Arrangement in order to
raise funds necessary to complete the Plan of Arrangement and to
retire current debts outstanding but the parties agree that in no
circumstances shall New Island issue securities valued at more than
$325,000. - Full releases will be exchanged, the intention being
that there would be no further obligations whatsoever between the
parties, including without limitation, any obligations pursuant to
the recently concluded arbitration proceedings or any other
outstanding payables, except any obligations arising under this
transaction. Further, each party will agree to bear their own costs
in respect of any and all matters relating hereto either before or
after acceptance of this proposal. - New Island will immediately
cease all regulatory and other legal proceedings in this matter. -
New Island will immediately take such steps as are necessary to
install Messrs. David Wiley and Dustin Angelo as members of the New
Island Board of Directors until the Plan of Arrangement closes. In
the event the Plan of Arrangement does not close on or before
October 15, 2010 or as mutually agreed upon, New Island shall
immediately take such steps as may be necessary to install the
slate of Directors currently proposed by Anaconda in connection
with its pending requisition. - Completion of the Arrangement is
subject to the requisite approval of New Island shareholders and
all applicable regulatory approvals. - Anaconda and New Island each
agree to use their best efforts and to take such steps as are
necessary to bring about the closing of the Plan of Arrangement as
soon as is practicable including the preparation of formal
agreements forthwith which will include provisions relating to
conditions of closing in favour of each party, no solicitation and
standstill provisions, termination provisions and reciprocal break
fees in an amount equal to the greater of $300,000 and 5% of the
value of a superior transaction, structured on the break fee
provisions of New Island's agreement with Mountain Lake Resources
Inc. - New Island has also agreed to deliver support and lock-up
agreements from each of the directors and officers and insiders of
New Island and certain other shareholders on a best efforts basis.
- In connection with Anaconda's offer (the "Offer") which is
currently outstanding, New Island: - advises that shareholders who
tendered to the Offer will receive the same benefits as the
shareholders under the Revised Transaction; - advises that
shareholders who tendered to the Offer since August 20, 2010 (the
date of the last extension) that they can leave their shares
tendered as they will be eligible for the benefits of the Revised
Transaction; and - advises that shareholders who intend to tender
under the Offer will also receive the benefits of the Revised
Transaction. - New Island endorses the revised transaction and
indicates that each of the directors and officers of the company
supports the revised transaction and intends to enter into a
support agreement with respect to the revised transaction. - New
Island is also informed by its financial advisors Salman Partners
Inc. ("Salman") that based upon Salman's initial analysis the
revised transaction appears to be fair to the shareholders of New
Island from a financial perspective and that Salman will issue a
definitive opinion with respect to the fairness of the transaction
prior to the meeting of shareholders. New Island President and CEO
Harold Wareham commented, "The Revised Transaction represents the
best alternative available to New Island shareholders in the
circumstances. New Island shareholders will enjoy the opportunity
of continued participation in the gold production at Pine Cove
through their share ownership in Anaconda, while remaining
shareholders of New Island. New Island is looking at strategies for
the future, in particular with respect to the best utilization of
what will be its core asset, which is the gold property at Glover
Island, Newfoundland and Labrador." Lew Lawrick, President and CEO
of Anaconda commented, "We are very pleased to have been able to
determine a friendly solution with New Island that is a win for
both parties. We look forward to working closely together with New
Island to close what I believe is a very attractive outcome for all
parties. We also remind New Island shareholders that our amended
Offer expires tomorrow and encourage you to continue to tender. New
Island shareholders who do tender will receive Anaconda shares
within days versus waiting until after an October shareholder
meeting and subsequent court approval. Together with the support
agreements already obtained from the New Island Board and
Management, and our 41% current NIS holding, tendering now will
provide further incremental but important support to ensure
successful completion of the deal which all parties are eager to
complete." The current Offer is for all of the issued and
outstanding New Island Shares on the basis of 0.42 of a common
share of Anaconda for each New Island Share is currently
outstanding and expires at 5 pm Toronto time on Tuesday, August 31,
2010. Shareholders of New Island should be aware that various
intermediaries impose an earlier deadline in order to tender their
New Island Shares to the Offer. Anaconda encourages each
shareholder to check with their intermediary to determine when the
Offer must be accepted to meet the new expiry time 5:00 p.m.
(Toronto time) on Tuesday, August 31, 2010. Investors may obtain a
free copy of the Offer documents filed by Anaconda with Canadian
securities regulators at www.sedar.com. In addition, you may
request these documents free of charge, from Anaconda's information
agent, Kingsdale Shareholder Services Inc. within North America at
1-888-518-1558 (outside North America at 1-416-867-2272). This
press release does not constitute an offer to buy or sell, or the
solicitation of an offer to buy or sell, any of the securities of
New Island. Such an offer can only be made pursuant to an offer to
purchase and accompanying an offering circular filed with the
securities regulatory authorities in Canada. About New Island New
Island is a diversified junior exploration company holding gold and
base metal properties in the Province of Newfoundland and Labrador.
Additional information concerning New Island may be obtained on New
Island's website at: www.newislandresources.com or from the System
for Electronic Document Analysis and Retrieval (SEDAR) website at:
www.sedar.com under New Island's profile. About Anaconda Anaconda
is a Toronto, Canada-based mining development and exploration
company focused on advancing its principal assets, the Pine Cove
Gold Mine in Canada and its portfolio of Chilean iron ore assets.
Anaconda is committed to bringing the Pine Cove Gold Mine into full
Commercial Production, as well as advancing the exploration and
near-term production opportunities of its Chilean iron ore assets.
Anaconda continues to evaluate strategies to 'unlock' value
attributable to its Chilean iron portfolio for the benefit of its
shareholders. "Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release" FORWARD-LOOKING INFORMATION This news
release contains certain "forward-looking information" under
applicable Canadian securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking information. Forward-looking information is often
characterized by words such as "plan," "expect," "project,"
"intend," "believe," "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or
"will" occur. Forward-looking information is based on the opinions
and estimates of management of either Anaconda or New Island or
both as the context indicates at the date the statements are made,
and are based on a number of assumptions and subject to a variety
of risks and uncertainties and other factors that could cause
actual events or results to differ materially from those projected
in the forward-looking information. Many of these assumptions are
based on factors and events that are not within the control of
either Anaconda or New Island and there is no assurance they will
prove to be correct. Factors that could cause actual results to
vary materially from results anticipated by such forward-looking
information include changes in market conditions, variations in ore
grade or recovery rates, risks relating to international
operations, fluctuating prices and currency exchange rates, changes
in project parameters, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes and other risks
of the mining industry, failure of plant, equipment or processes to
operate as anticipated, as well as those risk factors discussed or
referred to in the Annual Information Form for Anaconda filed with
securities regulatory authorities and available at www.sedar.com.
Although Anaconda and New Island have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Neither Anaconda nor New Island undertakes any
obligation to update forward-looking information if circumstances
or management's estimates or opinions should change, except as
required by applicable securities laws. The reader is cautioned not
to place undue reliance on forward-looking information. %SEDAR:
00007625E Lew Lawrick, President and CEO, Anaconda Mining Inc.,
(647) 478-5307, Email: llawrick@anacondamining.com or Harold L.
Wareham, President and CEO, New Island Resources Inc., (709)
576-7711, Email: info@newislandresources.com
Copyright
New Island Resources (TSXV:NIS)
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