20:30:35 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Melior Resources Inc
Symbol MLR
Shares Issued 173,380,974
Close 2013-07-04 C$ 0.09
Market Cap C$ 15,604,288
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Melior Resources to acquire Firestone for shares

2013-07-05 08:34 ET - News Release

Also News Release (C-FV) Firestone Ventures Inc (2)

Mr. Charles Entrekin of Melior reports

MELIOR RESOURCES AND FIRESTONE VENTURES ANNOUNCE PROPOSED FRIENDLY ACQUISITION OF FIRESTONE VENTURES AND BRIDGE LOAN

Melior Resources Inc. and Firestone Ventures Inc. have entered into a letter of intent in connection with a proposed transaction pursuant to which Melior would acquire all of the issued and outstanding common shares of Firestone in consideration for the issuance to Firestone shareholders of one Melior common share for each 2.895 Firestone common shares held. The proposed transaction is subject to a number of conditions, including confirmatory due diligence by Melior and the negotiation of mutually satisfactory definitive acquisition documentation. There can be no assurance that any such definitive documentation will be entered into or that the proposed transaction will be completed. Melior and Firestone also announced today that Melior has agreed to provide Firestone with a bridge loan of up to $500,000.

Proposed transaction

Pursuant to the terms of the proposed transaction, Firestone shareholders would receive one Melior common share for each 2.895 Firestone common shares held. Based on Melior's unaudited net asset value per share as of June 30, 2013, this represents a premium of 45.7 per cent to the volume-weighted average price of Firestone's common shares for the 20 trading days preceding the date of this release. Melior's net assets consist of cash, liquid securities (valued at the VWAP of those securities for the 20 trading days preceding the date of this release) and other working capital (for example, prepayments and accounts payable). It is currently anticipated that the proposed transaction would be completed pursuant to a plan of arrangement under the provisions of the Business Corporations Act (Alberta).

Firestone has granted Melior a three-month period of exclusivity to complete its confirmatory due diligence and negotiate definitive acquisition agreements. Conditions to entering into definitive agreements include the approval of the boards of directors of Melior and Firestone, satisfactory completion of confirmatory due diligence review by each of Melior and Firestone, and execution of support agreements by each of the directors and officers of Firestone together with Firestone common shareholders who collectively hold at least 33.33 per cent of the issued and outstanding Firestone common shares. To date shareholders of Firestone holding approximately 41.6 per cent of Firestone's issued and outstanding common shares have agreed to vote in favour of, or tender to, as the case may be, the proposed transaction. The board of directors of Firestone has engaged Paradigm Capital Inc. as financial adviser in connection with the proposed transaction. Paradigm Capital has provided the board of directors of Firestone with an opinion that, as of the date of the opinion and based on and subject to the assumptions, limitations and qualifications stated at the time of delivering such opinion, the consideration to be received by Firestone shareholders under the proposed transaction is fair, from a financial point of view. Accordingly, the board of directors of Firestone is recommending the proposed transaction.

Conditions to closing the proposed transaction will include the execution of definitive agreements; the approval of 66-2/3 per cent of the votes cast at a meeting of Firestone shareholders in person or by proxy or by the tender to any bid of not less than 66-2/3 per cent of the issued and outstanding Firestone shares, as applicable receipt of all necessary regulatory, corporate and third party approvals, and other conditions customary for a transaction like the proposed transaction. There can be no assurance that any such definitive acquisition agreements will be entered into or that the proposed transaction will be completed.

The letter of intent contains binding provisions regarding the payment of a break fee by Firestone in certain circumstances. In the event that Firestone breaches the no-shop and exclusivity provisions contained in the letter of intent, Firestone must pay Melior a fee of $800,000 in cash plus the amount of Melior's costs and out-of-pocket expenses associated with the proposed transaction to a maximum of $400,000. The break fee is also payable by Firestone to Melior in the event Melior completes its confirmatory due diligence investigations and confirms in writing that it is prepared to pursue the proposed transaction on the terms set forth in the letter of intent and the parties are subsequently unable to negotiate and execute mutually satisfactory definitive agreements in respect of the proposed transaction prior to the expiry of the three-month exclusivity period, provided such failure has not been caused by Melior's bad faith.

Bridge loan

Melior and Firestone have entered into a revolving credit facility pursuant to which Melior has agreed, subject to the satisfaction of certain conditions, to provide Firestone up to $500,000 for certain stipulated corporate purposes. The bridge loan matures on Jan. 4, 2014, and bears interest at a rate of 20 per cent per annum.

Drawdown under the bridge loan by Firestone is subject to certain conditions, including the grant by Firestone in favour of Melior of a first-priority security interest over all of its assets, a pledge of the shares Fuegoestrella SA ,Firestone's Guatemalan subsidiary, in favour of Melior, a guarantee from Fuegoestrella of Firestone's obligations under the terms of the bridge loan and the grant by Fuegoestrella of a first-priority security interest over all of its assets, including its surface rights and exploitation licence in respect of the Torlon Hill zinc-lead-silver project. In the event of an event of default under the terms of the bridge loan, Melior will be entitled to enforce on its security over Firestone and Fuegoestrella.

We seek Safe Harbor.

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