|By Marketwired .||
|March 19, 2014 02:08 PM EDT||
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 2012. 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 Company.
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.
AgriMinco Corp. is a Canadian company based in Toronto, Ontario Canada. For more information regarding AgriMinco visit our website at www.agriminco.com.
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 www.sedar.com.
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.
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, attendees learned about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how ...
Dec. 7, 2016 12:45 PM EST Reads: 1,065
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
Dec. 7, 2016 12:35 PM EST Reads: 136
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Dec. 7, 2016 12:30 PM EST Reads: 831
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 12:30 PM EST Reads: 599
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
Dec. 7, 2016 12:30 PM EST Reads: 703
Cloud Expo, Inc. has announced today that Andi Mann returns to 'DevOps at Cloud Expo 2017' as Conference Chair The @DevOpsSummit at Cloud Expo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great t...
Dec. 7, 2016 12:00 PM EST Reads: 582
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band-aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It does...
Dec. 7, 2016 12:00 PM EST Reads: 1,111
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
Dec. 7, 2016 11:47 AM EST Reads: 200
"Venafi has a platform that allows you to manage, centralize and automate the complete life cycle of keys and certificates within the organization," explained Gina Osmond, Sr. Field Marketing Manager at Venafi, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:45 AM EST Reads: 1,018
"We analyze the video streaming experience. We are gathering the user behavior in real time from the user devices and we analyze how users experience the video streaming," explained Eric Kim, Founder and CEO at Streamlyzer, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:45 AM EST Reads: 452
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:30 AM EST Reads: 646
20th Cloud Expo, taking place June 6-8, 2017, at the Javits Center in New York City, NY, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy.
Dec. 7, 2016 11:15 AM EST Reads: 2,283
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
Dec. 7, 2016 11:01 AM EST Reads: 177
Regulatory requirements exist to promote the controlled sharing of information, while protecting the privacy and/or security of the information. Regulations for each type of information have their own set of rules, policies, and guidelines. Cloud Service Providers (CSP) are faced with increasing demand for services at decreasing prices. Demonstrating and maintaining compliance with regulations is a nontrivial task and doing so against numerous sets of regulatory requirements can be daunting task...
Dec. 7, 2016 11:00 AM EST Reads: 977
"We are a modern development application platform and we have a suite of products that allow you to application release automation, we do version control, and we do application life cycle management," explained Flint Brenton, CEO of CollabNet, in this SYS-CON.tv interview at DevOps at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 7, 2016 11:00 AM EST Reads: 977