|By Marketwired .||
|May 29, 2014 06:12 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 05/29/14 -- Orvana Minerals Corp. (TSX:ORV) (the "Company" or "Orvana") announces that it expects to close the sale of its Copperwood Project ("Copperwood") to Highland Copper Company Inc. ("Highland") through the sale of all of the outstanding shares of Orvana Resources US Corp. ("Orvana US") on or before June 13, 2014.
As previously disclosed, in consideration for its acquisition of the shares of Orvana US, Highland has agreed to pay Orvana up to US$25 million in aggregate, consisting of a base consideration of US$20 million and additional consideration of up to US$5.0 million.
Concurrent with the announcement by Highland of a letter of intent with AMCI Holdings Inc. ("AMCI") with respect to, among other things, the establishment of a joint venture between Highland and AMCI to include Copperwood, after its acquisition by Highland, Orvana and Highland have now agreed that the US$20 million base consideration, previously agreed to be paid in cash upon closing, will be paid in two tranches as follows:
1. Orvana will receive a cash payment on closing equal to the sum of (a) US$13,000,000, plus (b) an amount equal to all proceeds raised by Highland in excess of US$21,000,000 as part of its previously announced private placement (together the "Closing Payment"); and 2. US$7,000,000 less any payment made in excess of US$21,000,000 as set out above represented by a secured promissory note ("Note") on the terms set forth below: i. The Note will bear interest at an annualized rate of 13.5% on the outstanding amount from issuance of the Note until September 30, 2014 and thereafter at an annualized rate of 17.5%. ii. The principal amount outstanding under the Note, and the interest accrued thereon, may be prepaid at any time and is repayable no later than December 15, 2014 (the "Maturity Date"), subject to the mandatory prepayments described in subparagraph (iii) and (iv) below. iii. The Note will include mandatory prepayments of: a. US$2,000,000 from any payment made in September, 2014 by AMCI under its joint venture with Highland, and also any part of any such payment that exceeds US$5,000,000; b. an amount equal to 75% of the proceeds from any debt raise, equity raise (including the exercise of any warrants) or capital event other than in respect of the payment made in September, 2014 by AMCI under its joint venture with Highland; and c. a bullet repayment of the outstanding balance of the Note, and the interest accrued thereon, on the earlier of (i) the payment made in December, 2014 by AMCI under its joint venture with Highland, and (ii) the Maturity Date including other contributions by AMCI made under the joint venture. iv. The full amount of the outstanding balance of the Note, and the interest accrued thereon, will be immediately due and payable upon any change of control of Highland. v. The Note will be secured by a first priority security interest over all of the assets of Orvana US, a pledge by Highland of all of the shares of Orvana US and a guarantee from Highland.
Among other things, closing of the acquisition ("Closing") is conditional upon the completion of a financing by Highland of a minimum of C$18.0 million, including a subscription from AMCI, to fund the Closing Payment and receipt of all required regulatory approvals including the approval of the TSX Venture Exchange.
As previously disclosed, an additional consideration of up to US$5 million will be paid by Highland in cash or shares of Highland, at Orvana's option, upon occurrence of the events described below:
-- US$1.25 million upon the earliest of (i) commencement of commercial production of Copperwood and (ii) the date that is 36 months after Closing; and an additional US$1.25 million on the first anniversary of this payment. -- US$1.25 million if the average copper price for any 60 calendar day period following the first anniversary and preceding the second anniversary of commencement of commercial production is greater than US$4.25/lb; and an additional US$1.25 million if the average copper price for any 60 calendar day period following the second anniversary and preceding the third anniversary of the commencement of commercial production is greater than US$4.50/lb.
Orvana will use the proceeds received from the sale of Copperwood to repay a loan from Fabulosa Mines Limited and for working capital purposes.
Orvana Minerals is a multi-mine gold and copper producer. Orvana's primary asset is the El Valle-Boinas/Carles gold-copper mines in northern Spain. Orvana also owns and operates the Don Mario Mine in Bolivia, processing its copper-gold-silver Upper Mineralized Zone deposit. In February 2014, the Company announced the divestiture of its Copperwood copper project in Michigan, United States. Additional information is available at Orvana's website (www.orvana.com).
Forward Looking Disclaimer
Certain statements in this press release constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as "believes", "expects" "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might", "will" or "are projected to" be taken or achieved) are not statements of historical fact, but are forward-looking statements.
Forward-looking statements relate to, among other things, all aspects of the development of El Valle-Boinas/Carles Mines in Spain (the "EVBC Mines") and the Don Mario Mine in Bolivia and their operations and production; the timing and outcome of such development and production; estimates of future production, operating costs and capital expenditures; mineral resource and reserve estimates; estimates of permitting time lines; statements and information regarding future feasibility studies and their results; future transactions; future metal prices; the ability to achieve additional growth and geographic diversification; future financial performance, including the ability to increase cash flow and profits; future financing requirements; and mine development plans.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Orvana as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Orvana contained or incorporated by reference in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and in the Company's most recently filed Management's Discussion & Analysis and Annual Information Form in respect of the Company's most recently completed fiscal year (the "Annual Disclosures"), or as otherwise expressly incorporated herein by reference as well as: there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions, power disruptions, damage to equipment or otherwise; permitting, development, operations, expansion and acquisitions at the EVBC and Don Mario Mines being consistent with the Company's current expectations; political developments in any jurisdiction in which the Company operates being consistent with its current expectations; certain price assumptions for gold, copper and silver; prices for key supplies being approximately consistent with current levels; production and cost of sales forecasts meeting expectations; the accuracy of the Company's current mineral reserve and mineral resource estimates; and labour and materials costs increasing on a basis consistent with Orvana's current expectations.
A variety of inherent risks, uncertainties and factors, many of which are beyond the Company's control, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements. Some of these risks, uncertainties and factors include fluctuations in the price of gold, silver and copper; the need to recalculate estimates of resources based on actual production experience; the failure to achieve production estimates; variations in the grade of ore mined; variations in the cost of operations; the availability of qualified personnel; the Company's ability to obtain and maintain all necessary regulatory approvals and licenses; the Company's ability to use cyanide in its mining operations; risks generally associated with mineral exploration and development, including the Company's ability to continue to operate the EVBC Mines and/or the Don Mario Mine; the sale of the Company's Copperwood Project in Michigan; the Company's ability to acquire and develop mineral properties and to successfully integrate such acquisitions; the Company's ability to obtain financing when required on terms that are acceptable to the Company; challenges to the Company's interests in its property and mineral rights; current, pending and proposed legislative or regulatory developments or changes in political, social or economic conditions in the countries in which the Company operates; general economic conditions worldwide; and the risks identified in the Annual Disclosures under the heading "Risks and Uncertainties". This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's Annual Disclosures for a description of additional risk factors.
Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions and, except as required by law, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Readers are cautioned not to put undue reliance on forward-looking statements.
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Feb. 20, 2017 11:30 AM EST Reads: 1,719
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Feb. 20, 2017 11:30 AM EST Reads: 318
Have you ever noticed how some IT people seem to lead successful, rewarding, and satisfying lives and careers, while others struggle? IT author and speaker Don Crawley uncovered the five principles that successful IT people use to build satisfying lives and careers and he shares them in this fast-paced, thought-provoking webinar. You'll learn the importance of striking a balance with technical skills and people skills, challenge your pre-existing ideas about IT customer service, and gain new in...
Feb. 20, 2017 11:30 AM EST Reads: 1,781
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).
Feb. 20, 2017 11:30 AM EST Reads: 218
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Feb. 20, 2017 11:15 AM EST Reads: 958
With 10 simultaneous tracks, keynotes, general sessions and targeted breakout classes, Cloud Expo and @ThingsExpo are two of the most important technology events of the year. Since its launch over eight years ago, Cloud Expo and @ThingsExpo have presented a rock star faculty as well as showcased hundreds of sponsors and exhibitors! In this blog post, I provide 7 tips on how, as part of our world-class faculty, you can deliver one of the most popular sessions at our events. But before reading the...
Feb. 20, 2017 11:15 AM EST Reads: 7,858
@DevOpsSummit at Cloud taking place June 6-8, 2017, at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developm...
Feb. 20, 2017 11:00 AM EST Reads: 841
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
Feb. 20, 2017 10:45 AM EST Reads: 807
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists peeled away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud enviro...
Feb. 20, 2017 10:45 AM EST Reads: 5,977
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
Feb. 20, 2017 10:15 AM EST Reads: 264
TechTarget storage websites are the best online information resource for news, tips and expert advice for the storage, backup and disaster recovery markets. By creating abundant, high-quality editorial content across more than 140 highly targeted technology-specific websites, TechTarget attracts and nurtures communities of technology buyers researching their companies' information technology needs. By understanding these buyers' content consumption behaviors, TechTarget creates the purchase inte...
Feb. 20, 2017 10:15 AM EST Reads: 890
Almost two-thirds of companies either have or soon will have IoT as the backbone of their business. Though, IoT is far more complex than most firms expected with a majority of IoT projects having failed. How can you not get trapped in the pitfalls? In his session at @ThingsExpo, Tony Shan, Chief IoTologist at Wipro, will introduce a holistic method of IoTification, which is the process of IoTifying the existing technology portfolios and business models to adopt and leverage IoT. He will delve in...
Feb. 20, 2017 09:30 AM EST Reads: 1,180
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life settle...
Feb. 20, 2017 09:30 AM EST Reads: 172
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain.
Feb. 20, 2017 09:15 AM EST Reads: 362
Tricky charts and visually deceptive graphs often make a case for the impact IT performance has on business. The debate isn't around the obvious; of course, IT performance metrics like website load time influence business metrics such as conversions and revenue. Rather, this presentation will explore various data analysis concepts to understand how, and how not to, assert such correlations. In his session at 20th Cloud Expo, Leo Vasiliou, Director of Web Performance Engineering at Catchpoint Sys...
Feb. 20, 2017 09:00 AM EST Reads: 1,198