KING’S POINT, NL — The president and chief administrative officer (CAO) of Maritime Resources Corp. cautions shareholders about what he describes as takeover tactics by Anaconda Mining Inc.
The statement from Doug Fulcher came following a recent press release from Anaconda announcing its intention to make an offer to acquires all shares of Maritime Resources.
The press release signed by Dustin Angelo, chief executive officer of Anaconda, states the company has not received a response from a January bid to the company that owns the Hammerdown operation near King’s Point. Anaconda decided to take the offer directly to the shareholders.
Anaconda also stated it assumed a $500,000 interest-bearing secured loan that was provided to Maritime last year, claiming Maritime has not re-payed the loan and the company will take steps to collect it.
Maritime adopted a shareholders’ rights plan, made public March 16. The company stated at the time the plan would ensure all shareholders will be treated fairly in the event of a take-over bid.
However, Maritime answered back with a press release of its own March 20. The company confirmed it was aware of the announcement of the “unsolicited takeover bid” for its shares.
The release signed by Fulcher says no formal offer has been presented to Maritime or its shareholders. It also says there is no certainty an offer or transaction will occur, but it would be considered if received.
“Shareholders should await the results of the review and recommendation of the board before making any decisions with respect to the offer from Anaconda,” the release states.
Maritime reported a drop in Anaconda’s share price from 55 cents to 37.5 cents since the initial offer Jan. 29. The company advised its shareholders not to deposit any common shares to the Anaconda offer, nor take any other action until shareholders have reviewed and considered a director’s circular.
“Maritime is disappointed with Anaconda’s tactics and has consistently expressed its willingness to consider Anaconda’s unsolicited approach,” the press release states. “In this regard, Maritime has taken great pains to make clear to the management of Anaconda that without reviewing in detail Anaconda and its assets and liabilities Maritime cannot consider a transaction with Anaconda.”
That request was made in February and again this month, according to Maritime, and the requests have been ignored.
Maritime has retained special legal counsel McMillian LLP and financial advisor Primary Capital Inc. to assist in the situation.
As for the outstanding loan, Maritime noted its plan to re-pay it, including the closing of its private placement announced March 1 whereby the company raised more than $2 million. The release also claims Anaconda accelerated the loan payment, but that Maritime intends to re-pay it about three weeks before its original expiry.
“With the repayment of the (Code Consulting Limited) loan in full, Maritime will be debt free and will continue its aggressive development and exploration season already well underway on both the Hammerdown and Whisker projects,” the release states.
Maritime reports geophysical surveys are underway and will be followed by a 3000-metre drill program expected to begin shortly. Permitting is also underway on the dewatering program expected to start early this summer.
Background article:
"Anaconda Mining looking to acquire shares of Maritime Resources"
BAIE VERTE, NL - Anaconda Mining Inc. announced Monday its intentions to make an offer to acquire all shares of Maritime Resources Corp. for consideration of .364 of a common share of Anaconda.
According to a press release, the gold mining company has been adamant in its quest to acquire Maritime Resources - which owns the Hammerdown operation near King's Point. Maritime has been trying to bring the mine back to production.
"Anaconda initially submitted a proposal to Maritime on Jan. 29, 2018 to acquire all of the issued and outstanding Maritime Shares and has repeatedly attempted to engage in constructive discussions with the board of directors of Maritime," the press release stated. "To date, the only meaningful response by Maritime to Anaconda's premium proposal has been the implementation of a shareholders' rights plan.
"As a result of the lack of engagement, Anaconda has now decided to take the offer directly to the shareholders of Maritime."
According to a press release on its website, the offer price represents 14 cents per Maritime Share and a significant premium of 40 per cent to the closing price of 10 cents per Maritime Share on the TSX Venture Exchange. The offer price also represents a 44 per cent premium to the volume weighted average trading price of 9.7 cents per Maritime Share, according to Anaconda.
Anaconda says there is a compelling rationale in acquiring 100 per cent of the issued and outstanding shares and that it has significant benefits for Maritime shareholders. These include acceleration of Maritime's Hammerdown and Orion gold deposits and potential for substantial Hammerdown development capital cost reductions, according to the company.
Dustin Angelo, chief executive officer of Anaconda, noted the company's strong reputation in the province with its stakeholders and its significant operating infrastructure.
"Even more important, Anaconda has an experienced, established operating team at the Point Rousse Project that is more than capable of developing the Hammerdown project," Angelo stated in the release. "It is because of these characteristics, and others, that Maritime shareholders would benefit tremendously from the offer.
"With favourable logistics and existing infrastructure in place, Anaconda expects it will be able to accelerate the development of the Hammerdown and Orion gold deposits at a lower capital cost than if the deposits were a stand-alone project. In doing so, we could deliver exceptional value in an expedited fashion to both Maritime and Anaconda shareholders."
Despite the lack of response to date from the board of Maritime, Angelo says they remain steadfast in its attempt to bring the two companies together. The company also said there are circumstances that could lead to them not continuing with the offer. Anaconda says it has assumed a $500,000 interest bearing secured loan that was provided to Maritime last year. According to the release, Maritime has not re-payed the loan and the company will take steps to collect it.
Maritime adopted a shareholders' rights plan, something made public March 16. The company stated at the time the plan would ensure all shareholders will be treated fairly in the event of a take-over bid.
