Dec 12 2013
Mercator Minerals Ltd. ("Mercator") and Intergeo MMC Ltd ("Intergeo") are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement") and ancillary documentation to effect a business combination by way of plan of arrangement (the "Arrangement") to create a new copper-focused base metals company with a robust growth profile and strong financial backing (the "Transaction").
The combined assets will include an attractive portfolio of producing and short and medium-term development properties. Mercator's Mineral Park Mine will receive a substantial cash injection to stabilize and improve its operations. Mineral Park Inc. ("MPI"), the wholly-owned subsidiary of Mercator which holds the Mineral Park Mine, is expected to become cash flow positive and able to service its outstanding debt obligations at current spot commodity prices. Mercator's El Pilar project represents an attractive near-term development asset to be advanced in a financially responsible manner and is expected to provide an attractive return on investment at current commodity prices.
In the medium-term, Intergeo's world-class Ak-Sug copper project provides a compelling growth opportunity, with a geologic profile similar to other recent high-profile discoveries and operating assets in central Asia. Ak-Sug is favourably positioned in southern Siberia in close proximity to China, the world's largest copper consumer. In addition, Intergeo has other development and exploration opportunities that will continue to be evaluated and could be advanced if the expected financial return is attractive.
Bruce McLeod, President and CEO of Mercator, stated: "We are very pleased to be announcing this transaction today. It is the result of a comprehensive process undertaken to evaluate the strategic alternatives available to the company and we believe it represents the most compelling opportunity for Mercator."
John Lill, CEO of Intergeo, stated: "The entire Intergeo organization and its owners are very excited by the potential of a combination with Mercator. We believe there are tremendous opportunities to create value based on a well-funded business plan for Mineral Park and the combined portfolio of world-class development properties in El Pilar and Ak-Sug. We intend to focus our efforts initially on optimizing Mineral Park, bringing El Pilar to production and then developing Ak-Sug in a financially disciplined manner. We have assembled a highly experienced management team and board of directors to execute our vision."
Transaction Overview
In connection with the Transaction, Daselina Investments Ltd. ("Daselina"), Intergeo's controlling shareholder, has agreed to invest US$100 million (which includes up to US$14 million to be advanced under the bridge loan described below) plus an amount equal to the accrued interest under the bridge loan via a private placement (the "Private Placement") in the combined company at a subscription price of US$0.1224 per share (approximately C$0.13 per share) (the "Subscription Price"). Prior to completing the Transaction, Daselina has agreed to advance up to US$14 million (which will comprise a portion of the aggregate subscription price for the Private Placement) to MPI by way of a bridge loan (as set out below) to provide it with sufficient funding to stabilize its operations until the Transaction is completed. Approximately US$50 million (which includes up to US$14 million to be advanced under the bridge loan) of the proceeds from the Private Placement will be advanced to MPI in connection with the Transaction to fund principal payments under MPI's existing credit facility (as set out below), trade payables, and deferred maintenance and capital expenditures. The remainder of the proceeds from the Private Placement will be used to fund closing costs related to the Transaction, to advance the El Pilar and Ak-Sug projects and for general working capital.
Intergeo's shareholders, Daselina and Kirkland Intertrade Corp. ("Kirkland"), will receive approximately 8.35 common shares of the combined company for each Intergeo share. As well, each of Daselina and Kirkland will also receive one newly-created non-transferable, non-voting, non-participating special share in the combined company which provide certain special rights and restrictions as set out in the Arrangement Agreement, which include the right to nominate up to three directors in certain circumstances and to appoint the Chair and CEO. Mercator shareholders will receive one new common share of the combined company plus one transferable put right for each existing Mercator common share. Each put right will entitle the holder thereof to sell one common share of the combined company to the combined company at a price of C$0.10. The put rights will be exercisable during the period of 18 to 30 months from the date of issuance and will expire thereafter. The put rights will be governed by an indenture pursuant to which, among other things, Daselina or its designee will deposit cash or an irrevocable letter of credit in the amount of approximately C$31.7 million with a trustee to be available to support the combined company's payment obligation in relation to the put rights.
Upon completion of the Transaction, the combined company will be renamed "Intergeo Mining Ltd." As part of the Transaction, the common shares of the combined company will be consolidated on a 1 for 50 basis. The information described herein is on a pre-consolidation basis. Existing Intergeo shareholders will own approximately 85% and existing Mercator shareholders will own approximately 15% of the outstanding shares of the combined company.
Benefits of the Transaction
The combined company will provide the following key benefits for its shareholders:
- strong balance sheet and ample liquidity to realize the growth potential of the combined asset portfolio
- geographic diversification with assets in mining-friendly jurisdictions in the U.S., Mexico and Russia
- complementary asset mix with producing and attractive short and medium-term development properties, including Mercator's El Pilar project and Intergeo's world class Ak-Sug copper project
- experienced and highly accomplished management team and board of directors with deep and relevant knowledge of the mining industry
- committed financial partner in Intergeo's controlling shareholder, Daselina, a part of ONEXIM Group which has an excellent track record in the mining sector
- compelling re-rating opportunity based on an attractive market valuation, a strong combined asset portfolio, complementary management capabilities and an improved financial position
Leadership Team and Board
John Lill will lead the combined management team as CEO and will bring together the management skill, experience and depth of both organizations. The combined company will benefit from a highly-accomplished and knowledgeable board comprised of eight Intergeo nominees and one continuing Mercator director.
Board of Directors:
- Maxim Finskiy, Executive Chairman - Served as the Executive Chairman and director of White Tiger Gold Ltd. and Deputy General Director and Deputy Chairman of Norilsk Nickel
- John Lill, CEO and Director - Current President & CEO of Intergeo, and served as the CEO of FNX Mining, COO of BHP Billiton Base Metals, Executive VP of Dynatec Corporation, VP Operations of Rio Algom Limited and Senior VP U.S. Operations at Barrick Gold Corporation.
- John Bowles, Director - Current Director of Mercator and Hecla Mining and was previously a Partner at PriceWaterhouseCoopers LLP; also served as Director of HudBay Minerals Inc. and Director of Boss Power Corp.
- Christophe Charlier - Deputy CEO of ONEXIM Group and currently serves as Chairman of Renaissance Credit, Vice Chairman of Renaissance Capital, and Director of UC Rusal, Quadra - Power Generation, and RBC Holding. Former Director for Strategic Development and M&A at Norilsk Nickel and Director of Ecometals Limited.
- Richard Evans, Director - Current Chairman of Constellium and Director of CGI and Noranda Aluminum, and served as Chairman of Resolute Forest Products (formerly Abitibi Bowater), the CEO of Alcan Inc., Executive Director of Rio Tinto PLC and Chairman of the International Aluminum Institute
- Patrick Garver, Director - Former Executive VP and General Counsel at Barrick Gold Corporation
- Walter Murray, Director - Current Director of Hydro One Inc., and former Vice-Chairman of the Executive Committee of RBC Capital Markets and Director of Ivernia Inc.
- Dmitry Razumov, Director - CEO of ONEXIM Group since its foundation in 2007 and Director of Intergeo since 2008, currently serves as Chairman of Renaissance Capital, Open Investments and Soglasie Insurance, previously served as Director of Norilsk Nickel, Polyus Gold and UC RusAl, and was the Deputy CEO for Strategy and M&A at Norilsk Nickel.
- Mike Salamon, Director - Current Director of Central Rand Gold Ltd., Gem Diamonds Limited, Ferrexpo PLC and Minera Las Cenizas, and served as the Executive Director of BHP Billiton
Bridge Loan
MPI has entered into a bridge loan credit agreement pursuant to which Daselina will advance up to US$14 million to MPI to provide it with sufficient funding to stabilize its operations until the Transaction is completed. The initial commitment under the bridge loan will be US$10 million and will be available upon satisfaction or waiver of certain conditions precedent. The initial commitment will increase to US$12 million on March 1, 2014 and US$14 million on April 1, 2014 if the Transaction has not yet been completed by these dates. The bridge loan will mature and be payable in the event the Transaction is not completed. It will accrue interest at a rate of 15% per annum.
At the closing of the Transaction, Daselina will assign the principal and interest thereon of the bridge loan to Mercator, as partial payment of the aggregate subscription price under the Private Placement.
As partial consideration for the bridge loan, Mercator will, subject to the approval of the TSX, issue to Daselina 50,962,676 share purchase warrants representing 13.9% of the outstanding Mercator common shares on a partially diluted basis (assuming the exercise in full of such warrants), which warrants may only be exercised if the Transaction is not completed and will be cancelled upon the completion of the Transaction. Each such warrant will entitle the holder thereof to purchase one Mercator common share at the Subscription Price for a period of five years following the date of issuance. Initially, Daselina will advance up to US$10 million to MPI under the bridge loan, upon which 34,685,741 warrants representing 9.9% of the outstanding Mercator common shares on a partially diluted basis (assuming the exercise in full of such warrants) will become exercisable (if the Arrangement Agreement is terminated). If and when the commitment under the bridge loan is increased to US$12 million, an additional 7,953,712 warrants will become exercisable (if the Arrangement Agreement is terminated) such that, in aggregate, Daselina would hold warrants representing 11.9% of the outstanding Mercator common shares on a partially diluted basis (assuming the exercise in full of such warrants). If and when the commitment under the bridge loan is increased to US$14 million, the remaining 8,323,223 warrants will become exercisable (if the Arrangement Agreement is terminated) such that, in aggregate, Daselina would hold warrants representing 13.9% of the outstanding Mercator common shares on a partially diluted basis (assuming the exercise in full of all warrants).
Amended & Restated Credit Facility
MPI has entered into an amended and restated credit agreement with the lenders under the MPI credit facility which will become effective upon the completion of the Transaction. Pursuant to the amended and restated credit agreement, US$86.8 million will be outstanding in the form of a term loan. MPI has agreed to make principal payments on the term loan at the time of closing equal to (i) US$9.5 million, and (ii) the greater of the funds remaining in the debt service reserve account and US$3 million. The remaining principal outstanding under the term loan will be repaid over a fixed amortization schedule of 13 quarters, subject to certain quarterly prepayments if MPI realizes a molybdenum price greater than US$12.00 per pound, both of which will commence in December 2014. Pursuant to the amended and restated credit agreement, the MPI lenders have agreed to eliminate certain financial and reporting covenants, as well as the debt service and maintenance reserve accounts, which currently exist under the MPI credit facility. Under the amended and restated credit agreement, the LIBOR interest margin under the term loan will be 4.50% and the term loan will be subject to a minimum LIBOR rate of 1.00%. The existing security package will remain in place but Mercator's parent guarantee will be discharged upon completion of the Transaction. The lenders under the MPI credit facility have agreed to waive certain fees payable under past amendments to the MPI credit facility and to compromise certain amounts owing under past interest rate swaps and copper hedges. In addition, the amended and restated credit agreement establishes a termination claim facility to deal with the termination liability created by the close out of certain copper hedge positions by the MPI lenders. The outstanding balance of up to US$19.9 million under the termination claim facility entered into by MPI and the MPI lenders will depend on the weighted average strike price of certain replacement copper hedge positions. The outstanding balance under the termination claim facility will be amortized over 30 months from the proceeds of the replacement copper hedge positions entered into by MPI and the MPI lenders. Interest will not be payable under the termination claim facility.
The MPI lenders have agreed to waive certain existing events of default and compliance with certain restrictive covenants under the MPI credit facility until the earlier of (i) the date upon which the Transaction is consummated, and (ii) the date upon which the Arrangement Agreement is terminated.
The Arrangement
The Transaction will be carried out by way of a plan of arrangement, the implementation of which will be subject to the approval of at least 66 2/3% of the votes cast at a special meeting of Mercator shareholders that is expected to be held in March 2014 followed by and subject to the approval of the Supreme Court of British Columbia. The Transaction is also subject to applicable regulatory approvals (including the approval of the TSX), certain third party consents and other customary conditions. The Arrangement Agreement also provides for, among other things, customary board support and non-solicitation covenants from Mercator (subject to customary "fiduciary out" provisions that entitle Mercator to consider and accept a superior proposal and a five business day "right to match" in favour of Intergeo). The Arrangement Agreement also provides for the payment of a termination fee of US$6 million to Intergeo if the Transaction is terminated in certain specified circumstances.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United State Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued pursuant to the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The terms and conditions for the Transaction will be summarized in Mercator's management information circular, which is expected to be filed and mailed to shareholders of Mercator in February 2014 and will be available on the SEDAR website at www.sedar.com. It is anticipated that the Transaction will be completed in Q2 2014.
Copies of the Arrangement Agreement, Mercator's management information circular and certain related documents will be filed with Canadian securities regulators and will be available on the SEDAR website at www.sedar.com.
Mercator Board of Directors Recommendation
The board of directors of Mercator, after receiving the recommendation of its special committee and consultation with its financial and legal advisors, has unanimously determined that the Transaction is in the best interests of Mercator, that it is fair to Mercator shareholders, and to recommend that Mercator shareholders vote in favour of it. BMO Capital Markets, financial advisor to Mercator, has provided an opinion to the effect that the consideration to be received by Mercator shareholders is fair, from a financial point of view, to Mercator shareholders. All of the directors and senior officers of Mercator have entered into customary voting support agreements pursuant to which, among other things, they have agreed to vote their Mercator common shares in favour of the Transaction.
Advisors and Counsel
BMO Capital Markets is acting as financial advisor to Mercator. DuMoulin Black LLP and Blake, Cassels & Graydon LLP are acting as legal counsel to Mercator. Stikeman Elliott LLP is acting as legal counsel to the special committee of the board of directors of Mercator.
Morgan Stanley & Co. LLC is acting as financial advisor to Intergeo. Norton Rose Fulbright is acting as legal counsel to Intergeo.
Renaissance Capital is acting as financial advisor to Daselina.
Conference Call
Mercator and Intergeo's senior management will hold a conference call and a live webcast on December 12, 2013 at 8:00 a.m. Pacific time to discuss the Transaction. To participate in the call, dial 888-789-9572 (North America) and 800-8989-6336 (International) with a conference pass code 4398840#. To listen to the live webcast, visit http://www.gowebcasting.com/4956. A presentation will accompany the call and will be available on the Mercator's website.
A replay of the conference call will be available for playback after the event until December 26, 2013 by dialling 1-800-408-3053 (North America), 800-3366-3052 (International) with conference pass code 8395555#.
About Mercator
Mercator Minerals Ltd., a TSX listed base metals mining company, operates the wholly-owned copper/molybdenum/silver Mineral Park Mine in Arizona, USA. Mercator also wholly-owns two development projects in Sonora, Mexico: the copper heap leach El Pilar project and the molybdenum/copper El Creston property.
About Intergeo
Intergeo is a diversified mineral resource company primarily focused on developing, exploring and acquiring base metal properties in Russia. The Company is 99% owned by Daselina, a part of ONEXIM Group, which has a strong record of success in some of the world's largest metals and mining companies, including Norilsk Nickel and Polyus Gold. Kirkland Intertrade, owned by Maxim Finskiy, holds the remaining 1%. Since 2007, Intergeo has invested over US$200 million in its portfolio of properties. Its key, open pit development project is the Ak-Sug copper porphyry deposit located in southern Siberia.