Mr. Robert McLeod reports
FULL METAL SIGNS LOI WITH INTERNATIONAL ENEXCO AND CHOICE GOLD TO CONSOLIDATE COPPER ASSETS
Full Metal Minerals Ltd. has entered into a tripartite letter of intent with International Enexco Inc. and Choice Gold Corp. to consolidate the Contact and Pyramid copper projects located in Nevada and Alaska, respectively.
Pursuant to the transactions contemplated by the LOI, Choice is to raise no less than $2-million and acquire the copper projects. The Full Metal shareholders are expected to own approximately 19 per cent of the combined company, which is expected to be renamed CopperBank Resources Corp., with the shareholders of Choice and International Enexco, and the subscribers to the private placement, owning approximately 6 per cent, 60 per cent and 16 per cent of CopperBank, respectively. In addition, the LOI contemplates the issuance to the shareholders of Full Metal and International Enexco, and the subscribers to the financing, of five-year warrants to purchase a full CopperBank share at a price of 10 cents.
The consideration contemplated under the LOI to be received by Full Metal shareholders represents an implied bid of 4.17 cents per share of Full Metal, based upon the anticipated financing price of two cents per share of Choice. This represents a 178-per-cent premium to Full Metal's closing share price on the TSX Venture Exchange on March 19, 2014, and a premium of 153 per cent to the trailing 20-day volume-weighted average price of Full Metal as of March 19, 2014.
It is also anticipated that CopperBank will complete a five-for-one share consolidation upon closing of the transaction. Full Metal's contribution to this transaction is only contemplated to include the subsidiary holding the Pyramid copper project. International Enexco's contribution to this transaction is only contemplated to include the subsidiary holding the Contact project. International Enexco's uranium and other assets will not form part of the contemplated transaction.
Transaction benefits
Full Metal believes that, if completed, the transaction will result in significant benefits to its shareholders, including:
- An interest in multiple copper exploration and development assets in
excellent mining jurisdictions, providing shareholders with excellent
leverage to copper;
- Exposure to the advanced Contact copper project in northern Nevada that
has demonstrated strong economics at today's copper prices;
- Financing of a minimum of $2-million through the financing of CopperBank by
Choice at the time of closing of the transaction.
Rob McLeod, chief executive officer and director of Full Metal, stated: "We believe this transaction offers excellent benefits to Full Metal shareholders. Not only will shareholders be a part of a new aggressive consolidation platform with funding in place, but they will also gain exposure to the advanced-stage Contact heap-leach project in Nevada, bringing balance to the exploration-oriented Pyramid deposit. I look forward to working with our incoming partners to build a strong and dynamic new copper company."
The LOI provides an exclusivity period for the structuring and negotiation of definitive agreements for the transaction, and is otherwise non-binding. If Full Metal or International Enexco terminates the LOI to pursue a superior proposal transaction and completes a transaction with the party that made the superior proposal within 12 months of such termination, then the terminating party will be required to pay a termination fee equal to $50,000 to each of Choice and the other party.
The anticipated key conditions precedent for the transaction include:
- Completion of due diligence by each of the parties and the execution of
binding definitive agreements;
- Approval by the shareholders of Full Metal, International Enexco and Choice;
- Completion of the financing;
- Approval of the applicable regulatory authorities, including the Canadian Securities Exchange and the TSX
Venture Exchange;
- Completion of the transaction between International Enexco and Denison Mines Corp. announced by International Enexco today, pursuant to which Denison will
acquire all of the issued and outstanding common shares of International Enexco. The
Enexco U.S. subsidiary holding the Contact copper project will not be
acquired by Denison.
It is anticipated that the board of directors of CopperBank will comprise Brad Armstrong, Dan Frederiksen and Todd Hilditch from International Enexco, along with Mr. McLeod from Full Metal and Gianni Kovacevic from Choice. It is expected that Mr. McLeod will be appointed CEO of CopperBank and Bill Willoughby will be appointed president.
We seek Safe Harbor.
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