Welcome!

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
    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.

About AgriMinco

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.

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
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
"The Striim platform is a full end-to-end streaming integration and analytics platform that is middleware that covers a lot of different use cases," explained Steve Wilkes, Founder and CTO at Striim, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Everything run by electricity will eventually be connected to the Internet. Get ahead of the Internet of Things revolution and join Akvelon expert and IoT industry leader, Sergey Grebnov, in his session at @ThingsExpo, for an educational dive into the world of managing your home, workplace and all the devices they contain with the power of machine-based AI and intelligent Bot services for a completely streamlined experience.
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, will examine the regulations and provide insight on how it affects technology, challenges the established rules and will usher in new levels of diligence...
SYS-CON Events announced today that Calligo, an innovative cloud service provider offering mid-sized companies the highest levels of data privacy and security, has been named "Bronze Sponsor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Calligo offers unparalleled application performance guarantees, commercial flexibility and a personalised support service from its globally located cloud plat...
SYS-CON Events announced today that Calligo has been named “Bronze Sponsor” of SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Calligo is an innovative cloud service provider offering mid-sized companies the highest levels of data privacy. Calligo offers unparalleled application performance guarantees, commercial flexibility and a personalized support service from its globally located cloud platfor...
What sort of WebRTC based applications can we expect to see over the next year and beyond? One way to predict development trends is to see what sorts of applications startups are building. In his session at @ThingsExpo, Arin Sime, founder of WebRTC.ventures, discussed the current and likely future trends in WebRTC application development based on real requests for custom applications from real customers, as well as other public sources of information.
FinTechs use the cloud to operate at the speed and scale of digital financial activity, but are often hindered by the complexity of managing security and compliance in the cloud. In his session at 20th Cloud Expo, Sesh Murthy, co-founder and CTO of Cloud Raxak, showed how proactive and automated cloud security enables FinTechs to leverage the cloud to achieve their business goals. Through business-driven cloud security, FinTechs can speed time-to-market, diminish risk and costs, maintain continu...
SYS-CON Events announced today that SkyScale will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SkyScale is a world-class provider of cloud-based, ultra-fast multi-GPU hardware platforms for lease to customers desiring the fastest performance available as a service anywhere in the world. SkyScale builds, configures, and manages dedicated systems strategically located in maximum-securit...
21st International Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, 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. Me...
SYS-CON Events announced today that DXWorldExpo has been named “Global Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Digital Transformation is the key issue driving the global enterprise IT business. Digital Transformation is most prominent among Global 2000 enterprises and government institutions.
SYS-CON Events announced today that Datera, that offers a radically new data management architecture, has been named "Exhibitor" of SYS-CON's 21st International Cloud Expo ®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera is transforming the traditional datacenter model through modern cloud simplicity. The technology industry is at another major inflection point. The rise of mobile, the Internet of Things, data storage and Big...
"With Digital Experience Monitoring what used to be a simple visit to a web page has exploded into app on phones, data from social media feeds, competitive benchmarking - these are all components that are only available because of some type of digital asset," explained Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Systems, in this SYS-CON.tv interview at DevOps Summit at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"Outscale was founded in 2010, is based in France, is a strategic partner to Dassault Systémes and has done quite a bit of work with divisions of Dassault," explained Jackie Funk, Digital Marketing exec at Outscale, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
"We were founded in 2003 and the way we were founded was about good backup and good disaster recovery for our clients, and for the last 20 years we've been pretty consistent with that," noted Marc Malafronte, Territory Manager at StorageCraft, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.