Click here to close now.


News Feed Item

AgriMinco Enters Into Option Agreement With Premier African Minerals for Danakil Potash Project

TORONTO, ONTARIO -- (Marketwired) -- 03/19/14 -- AgriMinco Corp. (TSX VENTURE:ANO) ("AgriMinco" or the "Company") announces that it has entered into a definitive agreement (the "Option Agreement") granting Premier African Minerals Limited ("Premier") the exclusive option (the "Option") to purchase AgriMinco's 30% interest in the Danakil Potash Project (the "Project"), Ethiopia. Premier, control party to AgriMinco with a 42% stake, is a mineral exploration company focused on acquiring, exploring and developing mineral properties in Africa. Under the terms of the Option Agreement, Premier can directly acquire the 30% interest in the Project, subject to TSX Venture Exchange ("TSXV") and AIM approval, on the following basis:

i.  The cancellation of all the common shares of AgriMinco owned by Premier
    for no consideration. As at the date of this announcement, Premier owns
    120,000,000 AgriMinco shares representing 42% of AgriMinco's issued
    share capital with a value of approximately C$2,400,000 based on the
    last closing mid-market price of AgriMinco shares of C$0.02 per share on
    18 March 2014, being the last practicable date prior to the publication
    of this announcement. 
ii. Deliver and effect payment of debt settlement agreements in favour of
    AgriMinco releasing AgriMinco from all monetary obligations in respect
    of certain debt representing, in the aggregate, liabilities totalling
    C$2,265,819.50 on the condensed interim consolidated financial
    statements of AgriMinco for the three months ended December 31, 2013 and
iii.Issue to AgriMinco new Premier ordinary free trading common shares with
    an aggregate value equal to C$1,000,000, such value per share based on
    the volume weighted of Premier average trading price for the 20
    consecutive trading days immediately prior to the exercise of the
    Option. Based on the closing mid-market price of Premier shares of .82p
    per share on 18 March 2014, the last practicable date prior to the
    publication of this announcement, this would result in the issue of
    66,023,049 new Premier shares assuming the price of Premier shares and
    the sterling Canadian dollar exchange rate remain constant. 
iv. Resulting in total consideration valued at C$5,665,819.50 to the

AgriMinco's CEO, Bruce Cumming comments: "Should the Option be exercised and the transaction close, ANO will be returned to a solvent state and will continue to hold a significant indirect interest in the Danakil Project. Alternatively, AgriMinco has the ability through the liquidity afforded by the Premier shares, to pursue its other interests in West Africa which include two phosphate projects in Togo (Bassar and the Southern Phosphate) with the Bassar project having the potential to develop more than 20-22Mt at 28-30% P2O5 of phosphate resources. The Southern Phosphate project, located along strike of the producing phosphate mine in Togo, has unexplored phosphate potential. This project also contains a mixed attapulgite-bentonite deposit of 108Mt including 28Mt of 85:15 attapulgite: bentonite wqith the deposit open along strike and down dip. indicated from previous exploration by the Bureau Nationale de Recheche Miniere fp the Togolese Ministry of Mines in December, 1990. In Mali, the Company has two greenfields potash exploration projects in the northern part of Mali, located at Taoudenni. With the agreement of the Malian authorities, this project is under force majeure until the security situation stabilises to both parties satisfaction.

"The net effect of this transaction is the avoidance of a bankruptcy event for AgriMinco and the creation of an entity with significant other assets that may now be developed, creating the opportunity for the Company to expand its portfolio of projects in the agri-minerals sector. The potentially significant shareholding in Premier will give the Company exposure to Premier's portfolio of projects, including the RHA wolframite mine development."

Premier currently owns 120,000,000 common shares representing 42% of the Company's issued and outstanding common shares and is an insider of the Company. As a result, the private placement is a related party transaction pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and triggers the requirement for a valuation and minority approval unless exemptions therefrom are available. The Company is relying on the financial hardship exemption within MI 61-101 to exempt the Company from having to obtain an independent valuation (MI 61-101 section 5.5(g)) as well as exempt the Company from having to obtain minority shareholder approval (MI 61-101 section 5.7(e)), as described in more detail below.

As has been previously disclosed, in connection with the development of the Project, AgriMinco is required to contribute 30% of expenditure in excess of the agreed free carry by April 7, 2014. In addition, the Company must also contribute 30% of the next fiscal year exploration budget. A failure to contribute will result in a significant dilution of the Company's interest. The operator has submitted budgets and costs for the historic overspend and cash call notices will be issued on May 6, 2014. The combined cash call for the first fiscal quarter and the historic excess is expected to be of the order of US$2,000,000 and the budget for the next 12-months, of which the Company must meet 30%, is expected to be US$20,000,000. The current anticipated amounts are in significant excess of the Company's cash on hand, accordingly, the Company currently has neither sufficient funds nor reasonably available financing options to satisfy these obligations that are anticipated in the near term.

Pursuant to MI 61-101, minority approval and an independent valuation are not required for a related party transaction in the event of financial hardship in specified circumstances. As a result, a special committee of the board (the "Special Committee") "independent" in respect of the transaction, as such term is defined in MI 61-101, was constituted to consider the Option Agreement. The Special Committee determined that the Company is in serious financial difficulty, the Option Agreement is designed to improve the financial position of the Company, and the terms of the Option Agreement are reasonable in the circumstances of the Company. Following these determinations and a recommendation to the Board of Directors, the Board of AgriMinco has made the same determination. Accordingly, AgriMinco has satisfied the elements of the financial hardship exemption.

About AgriMinco

AgriMinco Corp. is a Canadian company based in Toronto, Ontario Canada. For more information regarding AgriMinco visit our website at

This press release may contain forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. All statements that address future activities, events or developments that the Company believes, expects or anticipates will or may occur are forward-looking information. Forward-looking information is based upon assumptions by management that are subject to known and unknown risks and uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information. Factors that may cause actual results to vary materially include, but are not limited to changes in general economic conditions or conditions in the financial markets. Such forward-looking information is based on a number of assumptions, including but not limited to, there being no significant decline in existing general business and economic conditions. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligations to update publicly or otherwise revise any forward-looking information, except as may be required by law. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to the Company's filings with the Canadian securities regulators available on

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
Today air travel is a minefield of delays, hassles and customer disappointment. Airlines struggle to revitalize the experience. GE and M2Mi will demonstrate practical examples of how IoT solutions are helping airlines bring back personalization, reduce trip time and improve reliability. In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect with GE, and Dr. Sarah Cooper, M2Mi’s VP Business Development and Engineering, explored the IoT cloud-based platform technologies driving t...
As organizations shift towards IT-as-a-service models, the need for managing & protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection & E-Discovery of your data - whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise.
In recent years, at least 40% of companies using cloud applications have experienced data loss. One of the best prevention against cloud data loss is backing up your cloud data. In his General Session at 17th Cloud Expo, Sam McIntyre, Partner Enablement Specialist at eFolder, presented how organizations can use eFolder Cloudfinder to automate backups of cloud application data. He also demonstrated how easy it is to search and restore cloud application data using Cloudfinder.
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Internet of @ThingsExpo, taking place June 7-9, 2016 at Javits Center, New York City and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
Just over a week ago I received a long and loud sustained applause for a presentation I delivered at this year’s Cloud Expo in Santa Clara. I was extremely pleased with the turnout and had some very good conversations with many of the attendees. Over the next few days I had many more meaningful conversations and was not only happy with the results but also learned a few new things. Here is everything I learned in those three days distilled into three short points.
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, rich desktop and tuned mobile experiences can now be created with a single codebase – without compromising functionality, performance or usability. In his session at DevOps Su...
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
In his keynote at @ThingsExpo, Chris Matthieu, Director of IoT Engineering at Citrix and co-founder and CTO of Octoblu, focused on building an IoT platform and company. He provided a behind-the-scenes look at Octoblu’s platform, business, and pivots along the way (including the Citrix acquisition of Octoblu).
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...