12:17:54 EDT Tue 23 Apr 2024
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or Name
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Maritime Resources Corp
Symbol MAE
Shares Issued 86,406,449
Close 2018-07-04 C$ 0.125
Market Cap C$ 10,800,806
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Anaconda to increase bid for Maritime, with conditions

2018-07-04 08:40 ET - News Release

See News Release (C-ANX) Anaconda Mining Inc (2)

Mr. Dustin Angelo of Anaconda reports

ANACONDA TO INCREASE OFFER TO MARITIME SHAREHOLDERS TO $0.21 PER SHARE

Anaconda Mining Inc. will increase by approximately 28 per cent the consideration payable under its premium takeover bid to acquire all the issued and outstanding common shares of Maritime Resources Corp. from 0.39 to 0.50 of a common share of Anaconda for each Maritime share, provided that Maritime does not conclude its proposed dilutive private placement announced on June 22, 2018. Under the improved offer, Maritime shareholders would own approximately 27 per cent of Anaconda if accepted.

Should the highly dilutive private placement be completed, Anaconda will withdraw the offer.

Maritime shareholders will then incur dilution of over 23 per cent, including warrants, from the proposed private placement and once again in the near future, as Maritime's management information circular clearly indicates that the funds from the private placement will last four months. There is also a strong probability the share price of Maritime will decline, and liquidity will decrease significantly.

Anaconda believes the improved offer consideration is a fair and full offer to the Maritime shareholders. The offer consideration represents 21 cents per Maritime share and a premium of approximately 108 per cent, based on the 20-day volume-weighted average prices of the Maritime shares on the TSX Venture Exchange and the Anaconda shares on the Toronto Stock Exchange immediately preceding the date Anaconda announced its intention to make an offer to Maritime shareholders on March 19, 2018. The increased offer consideration also represents a premium of approximately 82.5 per cent based on the closing price of the Maritime shares on the TSX-V and the Anaconda shares on the TSX on July 3, 2018.

Anaconda is bringing this increased premium offer directly to Maritime shareholders as Maritime management and board of directors continue to decline any opportunity to engage in constructive dialogue with Anaconda, highlighting their underlying motivation of personal entrenchment, rather than any meaningful consideration of this compelling offer. This entrenchment is further evidenced by the proposed below-market, highly dilutive private placement, which Anaconda continues to believe is a defensive tactic by Maritime, with the intention of placing discounted Maritime shares in the hands of a few investors who will support this entrenchment, despite a significantly higher offer available from which all Maritime shareholders could benefit.

"While Maritime management has not been willing to engage in any constructive dialogue towards a business combination they do appear willing to sell approximately 20 per cent of the company for less than 10 cents per share, while shareholders face the prospect of virtually unlimited dilution for the uncertain possibility of production at an unknown time in the future. Our improved offer allows Maritime shareholders to benefit from a compelling purchase premium while avoiding significant unwarranted dilution from the proposed private placement. Maritime shareholders will also be able to participate in the building of an emerging Atlantic Canadian gold producer with a significant growth profile and a management team that is invested and has demonstrated the ability to execute on its business plans. The capital markets are rewarding strategic transactions and support for small, single asset gold companies is becoming challenging. Maritime shareholders will benefit from the transactions for reasons beyond the significant premium, and the time to act is now. Anaconda will continue to grow organically and through other strategic initiatives with other counterparties who see the value of accretive combinations," said Dustin Angelo, president and chief executive officer, Anaconda Mining.

The date of expiry of the offer is July 27, 2018. If Maritime shareholders have not yet tendered their shares and wish to do so, they can contact Kingsdale Advisors at 1-855-682-2031 or contactus@kingsdaleadvisors.com for assistance.

Upon receipt of a confirmation from Maritime that it will not be proceeding with a private placement, Anaconda will prepare a notice of change and notice of variation, which will reflect the increase to the offer consideration. The notice of change and variation and an amended letter of transmittal will be filed on SEDAR (under Maritime's profile) and mailed to registered securityholders of Maritime when ready.

The offer remains open for acceptance until 5 p.m. Toronto time on July 27, 2018, unless the offer is abridged, extended or withdrawn.

About Anaconda Mining Inc.

Anaconda is a TSX-listed gold mining, development and exploration company, focused in the prospective Atlantic Canadian jurisdictions of Newfoundland and Nova Scotia. The company operates the Point Rousse project located in the Baie Verte mining district in Newfoundland, comprising the Stog'er Tight mine, the Pine Cove open-pit mine, the Argyle mineral resource, the fully permitted Pine Cove mill and tailings facility, and approximately 5,800 hectares of prospective gold-bearing property. Anaconda is also developing the Goldboro project in Nova Scotia, a high-grade mineral resource, with the potential to leverage existing infrastructure at the company's Point Rousse project.

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