Generation Mining Limited (“Gen Mining” or the “Company”) has agreed to sell its rights and interests in an option agreement (the “Davidson Agreement”) to acquire a 100% interest in six (6) mineral leases (the “Davidson Property”) hosting a molybdenum-tungsten deposit, located near the town of Smithers, British Columbia, to Moon River Capital Ltd. (“Moon River”), a capital pool company listed on the TSX Venture Exchange, for $630,000 in cash, 9.0 million common shares of Moon River and certain nomination and pre-emptive shareholder rights described below (the “Proposed Transaction”). Moon River intends for the Proposed Transaction to constitute its Qualifying Transaction under the rules of the TSX Venture Exchange. Following completion of the transaction, Moon River will engage in exploration and development activities in order to advance a preliminary economic assessment on the Davidson Property.
Paul Murphy, independent Lead Director of Gen Mining of Gen Mining stated, “The Davidson Property is a large molybdenum-tungsten deposit which deserves additional attention and resources in this robust market for both molybdenum and tungsten. Ian McDonald, Interim Chief Executive Officer and a Director of Moon River, is the former Executive Chairman and CEO of Thompson Creek Metals Company Inc., which was focused on molybdenum production and was previously involved with the Davidson Property through Patent Enforcement & Royalties Ltd. (a predecessor company to Thompson Creek), which completed a resource evaluation on the property in 2004/2005. Given our focus on developing the Marathon Palladium-Copper Project, this deal with Moon River meets two key goals. It allows Gen Mining to retain an interest in the property and for the Davidson Property to get the attention it so richly deserves.” Mr. Murphy went on, “The approval of this transaction by the independent members of the Board signifies the strength and prudence of the deal, reflecting the commitment of both parties to a successful outcome.”
Following an unsolicited offer from Moon River to acquire the Company’s rights and interests in the Davidson Property, the independent directors of the Company (which excluded Messrs. Levy and Knoll who currently serve as directors of Moon River), engaged Accelera Capital Inc. (“Accelera”) to provide independent financial advisory services to the Company. Accelera canvassed a broad range of potential purchasers and two competing offers from third parties were received. After negotiating with the offerors and inviting them to enhance their initial proposals in their submission of final offers, the independent directors of the Company, in consultation with Accelera, concluded that the terms and conditions of the final revised Moon River offer were the most favourable for the Company and its shareholders, as Moon River offered near term cash consideration and continued exposure to further exploration and development of the Davidson Property through the equity ownership position. In addition, the proposed Transaction was subject to less execution risk than the competing offers.
The transaction is subject to customary closing conditions and is expected to be completed by the end of October. Following the closing of the transaction, the Company is expected to hold between 29% and 31% of the Common Shares of Moon River. It will also have the right to appoint a director to the Board of Moon River and will have pre-emptive shareholder rights for as long as it continues to hold more than 10% of Moon River’s issued and outstanding common shares.