04:33:11 EDT Fri 10 May 2024
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Maritime Resources Corp
Symbol MAE
Shares Issued 86,406,449
Close 2018-07-06 C$ 0.115
Market Cap C$ 9,936,742
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Maritime says take no action relating to Anaconda offer

2018-07-06 18:40 ET - News Release

Mr. Doug Fulcher reports

MARITIME ADDRESSES INACCURACIES OF UNSOLICITED OFFER AND CLOSING OF PRIVATE PLACEMENT

Maritime Resources Corp. is addressing the misinformation in Anaconda Mining Inc.'s July 4, 2018, press release and has closed the private placement.

The unsolicited offer

Maritime wishes to clarify the misinformation and lack of clarity provided in Anaconda's press release issued July 4, 2018. Shareholders should be advised on the following:

  • Misleading and outdated increased offer price: Anaconda's share price closed at 36.5 cents on July 3, 2018, the day prior to the Anaconda press release. At 0.50 Anaconda share, that values the offer at 18.25 cents. As of the close yesterday, the value of the offer is 18 cents. Anaconda implies that the consideration represents 21 cents per Maritime share and a premium of approximately 108 per cent. However, this is based on an outdated 20-day volume-weighted average price of the Maritime shares on the TSX-V and the Anaconda shares on the Toronto Stock Exchange immediately preceding the date Anaconda announced its intention to make the unsolicited offer back on March 19, 2018.
  • There is no formal offer: The press release does not constitute an improved offer and will require a notice of change and variation to be sent to Maritime shareholders. Until such time, the offer is currently 0.39 Anaconda share valued at 13.5 cents at Anaconda's closing price today. Should the notice of change and variation be sent, the board will review and provide a recommendation.
  • Threat to withdraw offer: Anaconda has resorted to scare tactics in an effort to divert shareholders from their inadequate, conditional increased offer. Anaconda has stated it would withdraw its unsolicited offer if the private placement closes. The company refuses to be dissuaded from acting in the best interests of its shareholders and thus has determined, notwithstanding the threat from Anaconda, to proceed to close the previously announced private placement.

Maritime will provide its shareholders with further updates on the unsolicited offer as more information is obtained. In the meantime, there is no need for shareholders to take any action as it relates to the unsolicited offer.

Private placement

The company is pleased to announce that it has closed its private placement previously announced on April 27, 2018. The company has raised $1.4-million through the issuance of 7.8 million units at a price of 10 cents per unit and 5,166,667 flow-through units at a price of 12 cents per unit.

Use of proceeds

The net proceeds from the financing will be used to advance the company's 100-per-cent-owned Hammerdown mine project, as well as the Whisker Valley project in Newfoundland, and for general working capital and corporate purposes.

The units

Each unit consists of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one common share of the company at a price of 20 cents per common share for a period of 18 months expiring Jan. 6, 2020. The warrants include an acceleration clause that, if, at any time after four months from the closing of the offering, the closing price of the company's common shares on the TSX Venture Exchange is greater than 40 cents for 20 consecutive trading days, then the expiry date for the warrants may, by notice in writing by the company, be accelerated to 30 days following the date that such notice is given.

The company paid $48,000 in finders' fees and issued 480,000 finders' warrants exercisable at a price of 20 cents until Jan. 6, 2020.

All securities issued are subject to a four-month hold period expiring Nov. 7, 2018.

Extraordinary general meeting called for July 17, 2018

As a result of the closing of this financing, the company is not required to proceed with the extraordinary general meeting scheduled for July 17, 2018, and will not do so.

Shareholder questions and withdrawal procedures

Shareholders who have tendered their Maritime shares to the unsolicited offer may simply call their broker or other financial intermediary and advise them to withdrawal their tender instructions. Shareholders who hold their shares directly and not through a financial intermediary should contact Maritime's information agent.

Shareholders may contact Maritime's information agent for further assistance.

Laurel Hill Advisory Group

North America toll-free:  1-877-452-7184 (1-416-304-0211 collect)

E-mail:  assistance@laurelhill.com

About Maritime Resources Corp.

Maritime Resources holds 100 per cent of the Green Bay property, located near Springdale, Nfld. The property hosts the past-producing Hammerdown gold mine and the Orion gold deposit separated by a 1.5-kilometre distance, as well as the Lochinvar base metal/precious metal deposit. Maritime announced a prefeasibility study (March 2, 2017) that evaluated the measured and indicated National Instrument 43-101 mineral resource estimate for the past-producing Hammerdown gold deposit. The study was completed by WSP Canada Inc., an independent third party engineering firm, with the mandate to evaluate the potential of bringing the past-producing gold mine back into commercial production.

Bernard H. Kahlert, PEng, is the qualified person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this release. Mr. Kahlert is also the company's vice-president, exploration.

We seek Safe Harbor.

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