THIS RELEASE DOES NOT CONSTITUTE AN OFFER FOR SALE OF SECURITIES IN THE UNITED
STATES.
Amalfi Capital Corporation ("Amalfi" or the "Corporation") (TSX VENTURE:ALI.P)
today announced details concerning its proposed qualifying transaction involving
a business combination (the "Business Combination") with CDR Minerals Inc.
("CDR"). CDR is a private company that was formed to participate in exploration
and development of coal in the Central Appalachian Basin in the United States.
Amalfi entered into a letter agreement with CDR and the principal shareholders
of CDR dated May 8, 2009 (the "Letter Agreement"), pursuant to which Amalfi and
CDR intend to amalgamate to form a new company ("Amalco") whereby: (i) each of
the current holders of common shares of CDR (the "CDR Common Shares") will
receive one common share in the capital of Amalco (the "Amalco Common Shares")
with a deemed value of CDN$0.50 per share for each CDR Common Share owned; (ii)
each holder of common shares of Amalfi (the "Amalfi Common Shares") will receive
one Amalco Common Share and one-half of one share purchase warrant of Amalco
exercisable at US$0.50 per share for a period of 2 years from the closing of the
Business Combination (the "Amalco Warrants"), for each 3.5 Amalfi Common Shares
owned; (iii) each of the current holders of the 2,380,962 existing warrants of
CDR ("CDR Warrants"), 133,635 existing broker warrants of CDR (the "CDR Broker
Warrants") and 3,975,000 stock options ("CDR Options") of CDR will be replaced
with an equal number of replacement share purchase warrants and stock options of
Amalco; (iv) the Amalfi agent's options shall be replaced with 257,143
replacement agent's options of Amalco (the "Amalco Replacement Agent's
Options"), each entitling the holder to acquire for CDN$0.35 one unit of Amalco
(the "Amalco Amalfi Units") consisting of one Amalco Common Share and one-half
of one Amalco Warrant; and (v) the outstanding Amalfi stock options shall be
replaced with 331,429 replacement stock options of Amalco, each entitling the
holder to acquire one Amalco Amalfi Unit for CDN$0.35 per unit (the "Amalco
Replacement Stock Options"). The final structure of the Business Combination is
subject to receipt of a definitive tax, corporate and securities law advice
satisfactory to both Amalfi and CDR.
The Business Combination, when completed, will constitute the qualifying
transaction of the Corporation pursuant to rules and policies (the "Policies")
of the TSX Venture Exchange Inc. (the "TSX Venture"). The Business Combination
will be negotiated and carried out by parties dealing at arm's length to another
and therefore will not be a Non-Arm's Length Qualifying Transaction, as such
term is defined under the Policies.
Capitalization
As at the date hereof, CDR has outstanding 43,752,726 CDR Common Shares,
2,380,962 CDR Warrants, 133,635 CDR Broker Warrants and 3,975,000 CDR Options
that each entitle the holder to acquire one CDR Common Share at prices ranging
from CDN$0.25 to CDN$1.25 per share, and CDN$750,000 principal amount of
convertible debentures of CDR which are convertible into CDR Common Shares on
the basis of CDN$0.50 per share, subject to adjustment (the "CDR Convertible
Debentures").
Private Placement
CDR intends to complete a private placement (the "CDR Private Placement") of up
to 22,222,222 units of CDR (the "Units") at a price of US$0.45 per Unit (the
"Offering Price"), for gross proceeds of up to US$10,000,000. Each Unit will
consist of one CDR Common Share and one share purchase warrant of CDR (the "CDR
Financing Warrants"), with each whole CDR Financing Warrant entitling the holder
to acquire one CDR Common Share at a price of US$0.50 per share for a period of
two years from the closing date of the CDR Private Placement. CDR may engage
third parties to act as agent (the "Agents") of CDR on a "commercially
reasonable efforts" basis in connection with the CDR Private Placement and such
Agent's will be paid a cash commission of 7%. The Agents may also be granted
agent's options (the "CDR Agent's Options") to purchase 7% of the number of
Units sold under the CDR Private Placement, with each CDR Agent's Option
entitling the holder to purchase one CDR Common Share at the Offering Price for
a period of 2 years from the closing of the CDR Private Placement.
CDR intends to use the gross proceeds of the CDR Private Placement to fund its
current coal projects in the Central Appalachian Basin in the United States, for
future acquisitions, and for general working capital purposes.
The securities of CDR issued in connection with the CDR Private Placement will
be exchanged for the same number of replacement securities of Amalco with the
same terms and conditions.
Following completion of the Business Combination and assuming the CDR Private
Placement is fully subscribed, it is expected that 69,489,233 Amalco Common
Shares, 23,879,365 Amalco Warrants (including those issued as replacement for
the CDR Financing Warrants), 2,380,962 replacement warrants of Amalco, 133,635
replacement broker warrants of Amalco, 1,555,555 Amalco agent's options issued
as replacement for the CDR Agent's Options, 257,143 Amalco Replacement Agent's
Options, 331,429 Amalco Replacement Stock Options, CDN$750,000 principal amount
of replacement convertible debentures of Amalco with the same terms as the CDR
Convertible Debentures, and up to an additional 6,617,494 Amalco stock options
will be outstanding. The number of Amalco stock options outstanding assumes the
maximum of 10% incentive stock options will have been granted under Amalco's
option plan. Based on the foregoing, shareholders of CDR and investors in the
CDR Private Placement will hold 65,974,947 Amalco Common Shares representing
approximately 95% of the issued and outstanding Amalco Shares on a non-diluted
basis following completion of the Business Combination.
Conditions
Completion of the Business Combination will be subject to certain conditions
including, without limitation: (a) receipt of all necessary regulatory approval,
including the approval of TSX Venture; (b) no material adverse change to the
business and affairs of either Amalfi or CDR; (c) satisfactory completion of due
diligence reviews by each of Amalfi and CDR; (d) receipt of all necessary
approvals of the board of directors of both Amalfi and CDR; (e) shareholder
approval of CDR and Amalfi; (f) CDR and Amalfi entering into a definitive formal
amalgamation agreement; (g) CDR completing the CDR Private Placement for
proceeds of a minimum of CDN$3,000,000; (h) the directors of Amalco shall
consist of one nominee of Amalco and six nominees of CDR; and (i)certain other
usual conditions.
Business of CDR
CDR is a private Ontario company formed in August 2007 focused on the
exploration and production of coal properties. CDR is headquartered in Toronto,
Ontario, Canada with a regional office in Hazard, Kentucky, USA. CDR was created
in order to capitalize on the growth opportunities that exist in the coal
industry.
CDR is concentrating its efforts on developing an asset base in the Central
Appalachian ("CAPP") coal producing region of the United States, which includes
parts of West Virginia, Virginia, Kentucky, Ohio, and Tennessee. CAPP's history
of producing large volumes of coal, along with the under-utilized coal
infrastructure already in place, make the area ideal for the implementation of
CDR's business model. Coal assets in the area can be acquired and brought into
production relatively quickly and cash flow can be generated in the short term
without the need to invest large amounts of capital.
A summary of CDR's principal properties, all located in the Hazard, Kentucky
vicinity in the CAPP Coal region, is described below.
Sid Mining Project
CDR acquired the sid mining project ("Sid Mining Project") for a purchase price
of US$1,700,000 in cash and a 2% override royalty from all sales of all coal
mined from the property.
The Sid Mining Project is permitted for mining operations. While currently idle,
the area was previously mined by Minnehan Mining, LLC and contains a
pre-existing haul road facilitating access to the project.
Summit Engineering, Inc. ("Summit") of Pikeville, Kentucky, USA prepared a
report dated October 2008 regarding the Sid Mining Project (the "Sid Property
Report"). The Sid Property Report has been filed with TSX Venture and once
accepted, a further detailed press release with respect to the Sid Property
Report will be issued.
CDR intends to mine the coal using its own labour force. Coal produced by CDR
from each of its properties can be loaded onto trucks and hauled to one of
several nearby rail facilities where it can be loaded onto trains destined for
the utility or industrial markets. Alternatively, the coal can be trucked to the
Big Sandy River which borders eastern Kentucky where it could be loaded onto
barges and sold into the same markets.
Cheyenne Property
CDR entered into an option agreement dated March 11, 2009 with Cheyenne
Resources Inc., pursuant to which CDR is considering the purchase of the
Cheyenne mining project (the "Cheyenne Mining Project"). The Cheyenne Mining
Project is located proximate to Hazard, Kentucky, is permitted for initial
production, and is currently operating. Cheyenne requires US$8.5 million to
complete the proposed acquisition and to increase production.
Coty Mining Project
CDR also holds a central lease within the Coty mining project area of interest
(the "Coty AOI"), also located proximate to Hazard, Kentucky. It is expected
that the wider Coty AOI can be leased for minimal coal lease prepayments and out
of pocket expenses. The process of obtaining permits for the Coty AOI is
underway.
Financial Information of CDR
Based on unaudited management prepared financial statements of CDR for the
12-month financial period ended December 31, 2008, CDR had current assets of
CDN$2,870,210, other assets including principally mineral property interests of
CDN$4,624,560, total assets of CDN$8,022,053, current liabilities of
CDN$1,209,587 and shareholders' equity of CDN$6,812,466.
Directors, Officers and Principal Shareholders
The principal shareholder of CDR is Juno Special Situations Corporation
("Juno"), which owns over 18% of the outstanding CDR Common Shares. Juno is a
private company with several shareholders, none of whom owns over 10% of the
shares of Juno.
Upon completion of the Business Combination, the board of directors of Amalco
will consist of seven (7) directors, being six (6) nominees of CDR, namely A.
Thomas Griffis, Elia Crespo, Michael J. Campbell, James A. Flores and two
independent directors to be determined, as well as one nominee of Amalfi,
Michael Rousseau. After the closing of the Business Combination, the officers of
Amalco will be appointed by the board of directors of Amalco and will include
Michael J. Campbell as Chief Executive Officer, Peter K. Moran as Chief
Operating Officer, James Hannah as President, and James A. Flores as Chief
Financial Officer.
Mr. A. Thomas Griffis is co-founder, Co-Chairman and Chief Executive Officer of
Juno since March 2007, President of Griffis International Limited ("GIL") since
1986, Chairman of Royal Nickel Corporation since 2006 and the Chairman of CDR
since May 2009. Mr. Griffis founded GIL, a private investment and corporate
management firm based in Toronto, Ontario. GIL has focused the majority of its
activities on emerging companies requiring early to mid stage financing and
corporate management. Mr. Griffis has been the founder of several gold, precious
and base metal companies and served on the Board of Directors of several
resource companies. Mr. Griffis is a retired Lieutenant Colonel in the Canadian
Air Force and was a member and team leader of the Snowbirds aerobatic squadron.
Mr. Michael J. Campbell, age 40, is a co-founder of Juno, which was incorporated
in March 2007 and establishes and invests in early stage resource equities,
including financing and recruiting technical and financial management. Mr.
Campbell has been the Chief Executive Officer of CDR since September 2008. Prior
to co-founding Juno, Mr. Campbell was a partner with the law firm McMillan Binch
LLP, focused on public and private corporate finance and mergers and
acquisitions and natural resources, from February 2002 to February 2007. Prior
to rejoining the firm in February 2002, Mr. Campbell was part of an
entrepreneurial management team at GT Group Telecom Inc., Canada's largest
independent national telecommunications company from March 2000 to February
2002.
Mr. Peter K. Moran, age 64, built the Princess Beverly Coal Company organically
from a start-up operation in 1978 into a 2.5 million ton per year producer of
high quality coal when it was sold to a major national coal company in 1999.
Since selling the Princess Beverly Coal Company, Mr. Moran has served as an
independent consultant to some of the largest coal companies in America,
including AEI Resources and Chris Cline Coal. Mr. Moran has been the Chief
Operating Officer of CDR since August 2008.
Mr. James A. Flores, age 55, was the Managing Director of Prospect Capital
Corp., a public investment firm that managed a coal production business in
Kentucky from June 2004 to October 2007. Mr. Flores was also a senior executive
with Mellon Bank from June 1981 to May 1994, as well as the Chief Financial
Officer for Norwest Corporation, a mining technical consulting firm, from
September 2003 to March 2004. He was the Vice-President, Project Finance of
MidAmerican Energy Holdings Company Inc., a subsidiary of Berkshire Hathaway,
from June 1997 to June 2002 and manager at the same company from May 1994 until
June 1997. Mr. Flores has been Chief Executive Officer of CDR since August 2008.
Mr. James Hannah, age 48, has been President of CDR since June 2008. Prior to
that, Mr. Hannah has had an extensive marketing and sales background over the
last 25 years. From November 1995 to December 1999 he was a Marketing Director
with PREA, a division of Prudential Insurance, where his focus was on mergers
and acquisitions. He has experience in investor relations holding the position
of Managing Director at Hurricane Capital, an investor relations firm, from
February 2000 to October 2003. He also worked with Walton International Group, a
land syndication company, from November 2003 to July 2006. From November 2006 to
May 2008, Mr. Hannah was a consultant to EquiGenesis Corporation working with
their structured asset investments.
Ms. Elia Crespo is a co-founder and a director of Juno since March 2007, and a
Vice-President of GIL. Ms. Crespo has been a business partner of GIL for the
past 23 years. Ms. Crespo has held the title of Corporate Secretary and Chief
Financial Officer of most of the private and public companies that GIL has been
involved in over the past 23 years, and has participated in several initial
public offerings and numerous M&A transactions. Ms. Crespo brings her legal,
financing and international expertise to Juno. Ms. Crespo has a law degree from
Complutense University, Madrid, Spain.
Mr. Michael Rousseau is currently a Director of Amalfi. A complete biography for
Mr. Rousseau is contained in the Prospectus of Amalfi dated March 17, 2008 and
filed on SEDAR at www.sedar.com.
Other Matters
A finder's fee will be payable to G. Scott Paterson, who is arm's length to
Amalfi and CDR, in connection with the Business Combination by the issuance of
200,000 Amalco Common Shares with a deemed value of $0.50 per share at the
closing of the Business Combination.
Amalfi also announces it has reserved a price of CDN$0.50 per Amalco Common
Shares ($0.143 per Amalfi Common Share) for the grant of stock options to
acquire up to 10% of the number of issued and outstanding Amalco Common Shares
(the "Stock Options") in the event the Business Combination and the CDR Private
Placement are completed. The grant of the Stock Options is subject to regulatory
approval. The Stock Options will be granted to directors, officers, employees
and consultants of Amalfi, as determined by the board of directors of Amalfi
immediately following the completion of the Business Combination.
The Corporation has made an application to TSX Venture for an exemption from the
Sponsorship requirements of TSX Venture, but there is no assurance that such a
waiver will be granted.
Trading of the Amalfi Common Shares will not resume until TSX Venture has: (i)
accepted the sponsorship exemption or a sponsor has been engaged; (ii) reviewed
the Sid Property Report; and (iii) all other documents required by TSX Venture
have been filed. Amalfi will issue a further news release when TSX Venture has
reviewed and signed off on the Sid Property Report, and the other necessary
documentation has been filed with TSX Venture, and trading of the Amalfi Common
Shares is to resume.
This news release has been reviewed and approved by Phil Lucas, Senior Engineer
of Summit, a "Qualified Person" under National Instrument 43-101.
Completion of the Business Combination is subject to a number of conditions,
including but not limited to, TSX Venture acceptance and shareholder approval.
The Business Combination cannot close until the required shareholder approval is
obtained. There can be no assurance that the Business Combination will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular of
the Corporation to be prepared in connection with the Business Combination, any
information released or received with respect to the Business Combination may
not be accurate or complete and should not be relied upon. Trading in the
securities of the Corporation should be considered highly speculative.
Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially. Neither CDR nor Amalfi will update these forward-looking
statements to reflect events or circumstances after the date hereof. More
detailed information about potential factors that could affect financial results
is included in the documents filed from time to time with the Canadian
securities regulatory authorities by Amalfi and CDR.
The securities of Amalfi being offered have not been, nor will be, registered
under the United States Securities Act of 1933, as amended, and may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons absent U.S. registration or an applicable exemption from U.S.
registration requirements.
Amalfi Capital Corp. (TSXV:ALI.P)
過去 株価チャート
から 5 2024 まで 6 2024
Amalfi Capital Corp. (TSXV:ALI.P)
過去 株価チャート
から 6 2023 まで 6 2024
