08:48:04 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Anfield Nickel Corp
Symbol ANF
Shares Issued 43,401,966
Close 2014-04-22 C$ 0.96
Market Cap C$ 41,665,887
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Anfield Nickel to sell Mayaniquel unit, project

2014-04-24 14:41 ET - News Release

Mr. David Strang reports

ANFIELD ANNOUNCES SALE OF MAYANIQUEL S.A. TO CUNICO RESOURCES N.V.

Anfield Nickel Corp. and Cunico Resources NV have entered into an agreement whereby Cunico will acquire Anfield's Guatemalan subsidiary, Mayaniquel SA, and its Mayaniquel nickel laterite project. Under the agreement, Cunico will acquire Mayaniquel for a purchase price dependent upon the prevailing nickel price five years from the closing date of the proposed transaction. The transaction is arm's length.

Payment will be made in five annual $3-million instalments totalling $15-million (all dollar amounts are in U.S. dollars unless otherwise stated), commencing on closing of the transaction, and a final payment of $28-million on the fifth anniversary of the closing date, subject to adjustment based on the following formula: year five average nickel price divided by $14,000 times $43-million minus $15-million. For example, if the average nickel price in the fifth year following closing is the current price of $18,364 per tonne, the final payment would be $41.4-million and the total purchase price would be approximately $56.4-million ($62-million (Canadian)).

If the fifth year average nickel price exceeds $30,000 per tonne, a bonus adjustment of 15 per cent will be added to the purchase price. For example, if the average price in the fifth year is $30,001 the final payment would be $91-million and the total purchase price would be approximately $106-million ($117-million (Canadian)).

The average annual nickel price over the last 10 years has been approximately $20,100 per tonne and ranged from a high of $37,230 per tonne in 2007 to a low of $13,800 per tonne in 2004.

Cunico's payment of future purchase price instalments will be secured by a pledge on the shares of Mayaniquel and a pledge by Cunico's marketing subsidiary on certain accounts receivable arising from the sale of processed nickel.

The share purchase agreement provides for, among other things, customary board support and non-solicitation covenants on the part of Anfield (subject to fiduciary out provisions that entitle Anfield to consider and accept a superior proposal and a five-business-day right to match any superior proposal in favour of Cunico) as well as a termination fee of $2.15-million in certain circumstances.

Closing of the transaction is subject to customary conditions, including approval by two-thirds of Anfield's shareholders voting at a special meeting and the TSX Venture Exchange accepting notice of the transaction. Holders of approximately 50 per cent of Anfield's outstanding shares (including all of Anfield's directors and officers and, Ross Beaty) have agreed to vote in favour of the transaction. No finder's fees are payable in connection with the transaction.

The board of directors of Anfield, after consultation with its financial and legal advisers, and based, in part, upon the unanimous recommendation of an independent committee of the board, has determined unanimously that the purchase price to be received by Anfield is fair and that the transaction is in the best interest of Anfield. Anfield has engaged Salman Partners Inc. to provide an opinion that the transaction is fair, from a financial point of view, to Anfield.

Anfield will use proceeds from the transaction to repay outstanding indebtedness, finance continuing general and administrative expenses, and finance future acquisitions. As the Mayaniquel project represents substantially all of Anfield's business undertaking, Anfield's management will be seeking other mineral development projects for Anfield to invest in postclosing.

While Anfield will look at different options to invest in and carry on an active business, it cannot provide any assurance that an active or liquid market for its common shares will develop or be sustained after closing of the transaction.

Borden Ladner Gervais LLP is acting as legal counsel to Anfield's independent committee. Baker & McKenzie LLP is acting as legal counsel to Cunico.

Full details of the transaction will be included in an information circular to be mailed to Anfield's shareholders in accordance with applicable securities laws. Copies of the share purchase agreement, the information circular, and certain related documents and agreements will be filed with Canadian securities regulators and will be available on SEDAR under Anfield's profile. The transaction is expected to close on or before June 15, 2014.

We seek Safe Harbor.

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