Africo Resources

Published : May 13th, 2016

Africo Resources Ltd. Enters into Definitive Agreement with Camrose Resources Limited for Going Private Transaction

( 0 vote, 0/5 ) Print article
  Article Comments Comment this article Rating Follow Company  
0
Send
0
comment
Keywords :   Canada | Cash | Cobalt |

Africo Resources Ltd. Enters into Definitive Agreement with Camrose Resources Limited for Going Private Transaction

13 May 2016

Vancouver, May 13, 2016 - Africo Resources Ltd. ('Africo' or the 'Company') (TSX:ARL) today announced that it has entered into a definitive agreement (the 'Arrangement Agreement') with Camrose Resources Limited ('Camrose') under which the Company would be taken private pursuant to a plan of arrangement (the 'Plan of Arrangement'). Camrose currently owns 63.66% of the Africo common shares ('Common Shares').

Under the Plan of Arrangement, Camrose would acquire all of the Common Shares that Camrose does not already own for cash consideration of $1.00 per share. The cash consideration represents an approximate 115% premium to the last closing price of $0.465 of the Common Shares on the Toronto Stock Exchange.

Holders of the Company's Common Shares and Options may also receive an additional aggregate amount of USD $7.5 million if certain transactions, in respect of the Company's main Kalukundi project, a development stage copper-cobalt deposit located in the Katanga Copperbelt in the Democratic Republic of Congo (DRC), are completed within 14 months following the closing of the Plan of Arrangement with Camrose. The terms and conditions of this contingent payment will be set out in an information circular of the Company, as described below. The additional amount, if paid, would be equal to approximately USD $0.27 per share. However, there can be no assurance that the additional payment will be made because this is contingent.

Both the Special Committee of the Board of Directors of Africo, comprising of James Cook and George Ireland, and the Board of Directors of Africo unanimously (with Messrs. Cordero andLauerabstaining)determined that the Plan of Arrangement is in the best interests of Africo and is fair to its shareholders.

The Special Committee of the Board of Directors of Africo has received a verbal opinion from Paradigm Capital Inc. to the effect that, as of the date of the opinion and based upon and subject to the limitations and qualifications therein, the consideration to be received for the Common Shares is fair, from a financial point of view, to the holders of the Common Shares (other than Camrose). Africo expects to receive a written opinion from Paradigm Capital Inc. prior to mailing the Management Information Circular to Africo shareholders.

The implementation of the Plan of Arrangement will be subject to approval by the holders of the affected securities at a special meeting (the 'Special Meeting') expected to be held on June 29, 2016. As the transaction will constitute a 'business combination' for the purposes of Multilateral Instrument 61-101, the implementation of the Plan of Arrangement will be subject to approval by a majority of the votes cast by shareholders other than Camrose, in addition to approval by 66?% of the votes cast by holders of Common Shares. The transaction also will be subject to applicable Court approvals and certain closing conditions customary in transactions of this nature. The transaction is also subject to Camrose obtaining a waiver from the lenders of its parent company Eurasian Resources Group BV.

Certain shareholders, holding as a group approximately 28% of the issued and outstanding common shares of Africo and 77% of the outstanding Common Shares held by the minority shareholders, have entered into voting agreements pursuant to which, among other things, they have agreed to vote their Common Shares in favour of the Plan of Arrangement.

The terms and conditions of the proposed transaction will be disclosed in an information circular that will be mailed in late May 2016 to the shareholders of Africo that will be entitled to vote at the Special Meeting. It is anticipated that the transaction, if approved by Africo shareholders and the Court and if the requisite waiver and conditions are obtained and satisfied, will be completed in July of 2016.

Stikeman Elliott LLP acted as legal counsel to the Special Committee of Africo and Goodmans LLP acted as legal counsel to Camrose.

Copies of the Arrangement Agreement, the information circular for the Special Meeting and certain related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.


This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

For further information contact:

Chris Theodoropoulos
Chairman
Tel: +1(604) 646-3225

Larry Okada
Chief Financial Officer
Tel: +1(604) 646-3225

Forward-looking statements:

This press release contains 'forward-looking statements' within the meaning of applicable securities laws that are intended to be covered by the safe harbours created by those laws, including statements that use forward-looking terminology such as 'anticipated', 'may', 'will', 'expect', 'could', 'should', 'anticipate', 'believe', 'continue', 'potential', or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements may include, without limitation, statements regarding the completion of the proposed transaction and other statements that are not historical facts. While such forward-looking statements are expressed by Africo, as stated in this release, in good faith and believed by Africo to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, approval of applicable governmental authorities, required Africo security holder approval and necessary Court approvals, the satisfaction or waiver of certain other conditions contemplated by the Arrangement Agreement, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Africo is not affirming or adopting any statements made by any other person in respect of the proposed transaction and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except in accordance with applicable securities or to comment on expectations of, or statements made by any other person in respect of the proposed transaction. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.

Note for editors

Africo Resources Ltd. is a Canadian mineral company engaged in developing, acquiring and exploring for base metal assets in Africa. The company's main project is Kalukundi, a development stage copper-cobalt deposit located in the Katanga Copperbelt in the Democratic Republic of Congo (DRC). The development team has an operational base in the DRC, with the company corporate offices located in Vancouver, Canada.


Read the rest of the article at www.publicnow.com
Data and Statistics for these countries : Canada | Georgia | Ireland | All
Gold and Silver Prices for these countries : Canada | Georgia | Ireland | All

Africo Resources

EXPLORATION STAGE
CODE : ARL.TO
ISIN : CA0082911060
Follow and Invest
Add to watch list Add to your portfolio Add or edit a note
Add Alert Add to Watchlists Add to Portfolio Add Note
ProfileMarket
Indicators
VALUE :
Projects & res.
Press
releases
Annual
report
RISK :
Asset profile
Contact Cpy

Africo Res. is a copper and cobalt exploration company based in Canada.

Africo Res. holds various exploration projects in Congo Rep. of the.

Its main exploration properties are MPOROKOSO in Zambia and KALUKUNDI in Congo Rep. of the.

Africo Res. is listed in Canada and in United States of America. Its market capitalisation is CA$ 74.9 millions as of today (US$ 57.0 millions, € 51.4 millions).

Its stock quote reached its highest recent level on December 31, 2007 at CA$ 4.75, and its lowest recent point on July 31, 2015 at CA$ 0.30.

Africo Res. has 71 313 127 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
Rate : Average note :0 (0 vote) View Top rated
 
Annual reports of Africo Resources
2008 Annual Report
2007 Annual report
Financings of Africo Resources
7/25/2008completes CAD$100 million private placement with Camrose Res...
6/13/2008shareholders approve $100M private placement and associated ...
4/23/2008Announces CAD$100 million private placement to develop the K...
Nominations of Africo Resources
7/5/2011Changes to Africo's Board of Directors
12/30/2009Interim CFO and CEO Appointments
Project news of Africo Resources
6/23/2011(Kalukundi)Re-Commences Core Drilling Program on its Kalukundi Copper a...
8/4/2009(Kalukundi) intersects highest grade intersections to date at Kalukundi...
2/7/2008reports positive exploration results at Kalukundi
Corporate news of Africo Resources
5/13/2016Africo Resources Ltd. Enters into Definitive Agreement with ...
8/20/2015Africo Appoints Special Committee
6/27/2015Africo Resources reports results from Annual Meeting
6/26/2015Africo Resources Reports Results from Annual Meeting
10/16/2014Africo Resources Appoints a New Director
5/23/2013(Kalukundi)Resource Assessment NI 43-101 Technical Report Completed on ...
5/23/2013(Kalukundi)Resource Assessment NI 43-101 Technical Report Completed on ...
4/10/2013Revised Resource Assessment Delineates Sigificantly Improved...
9/28/2012(Kalukundi)Additional Drilling Results at Africo's Kalukundi Copper-Cob...
6/13/2011Retains MDM Engineering to Update Feasibility Study on a 1.2...
11/5/2009repurchases shares
3/9/2009Signs MOU for Power with SNEL in DRC
2/4/2009Reaches Agreement with G\351camines and the...
12/11/2008Wins Mines and Money Award
6/12/2008receives unsolicited conditional proposal from Creat Group C...
5/5/2008Reschedules Annual General Meeting until June 12, 2008
3/31/2008Update regarding DRC legal issues
2/20/2008 Update regarding the DRC mining review
11/28/2007Completes C$4.0 million equity financing with IFC
11/16/2007 Announces C$4.0 million IFC Private Equity Placement
10/25/2007Governor of Katanga supports Africo in Legal Issue
10/15/2007Africo Resources signs MOU with DRC Ministry of Social Affai...
9/6/2007Letter to shareholders
Comments closed
 
Latest comment posted for this article
Be the first to comment
Add your comment
TORONTO (ARL.TO)OTHER OTC (AFCRF)
1.05+2.94%0.7960
TORONTO
CA$ 1.05
07/11 15:21 0.030
2.94%
Prev close Open
1.02 1.02
Low High
1.02 1.05
Year l/h YTD var.
 -  -
52 week l/h 52 week var.
- -  1.05 -%
Volume 1 month var.
7,900 -%
24hGold TrendPower© : 34
Produces
Develops
Explores for Cobalt - Copper - Gold
 
 
 
Analyse
Interactive chart Add to compare
Interactive
chart
Print Compare Export
Last updated on : 11/23/2010
You must be logged in to use the porfolio and watchlists (free)
Top Newsreleases
MOST READ
Annual variation
DateVariationHighLow
 
5 years chart
 
3 months chart
 
3 months volume chart
 
 
Mining Company News
Plymouth Minerals LTDPLH.AX
Plymouth Minerals Intersects Further High Grade Potash in Drilling at Banio Potash Project - Plannin
AU$ 0.12-8.00%Trend Power :
Santos(Ngas-Oil)STO.AX
announces expected non-cash impairment
AU$ 7.84+1.75%Trend Power :
OceanaGold(Au)OGC.AX
RELEASES NEW TECHNICAL REPORT FOR THE HAILE GOLD MINE
AU$ 2.20+0.00%Trend Power :
Western Areas NL(Au-Ni-Pl)WSA.AX
Advance Notice - Full Year Results Conference Call
AU$ 3.86+0.00%Trend Power :
Canadian Zinc(Ag-Au-Cu)CZN.TO
Reports Financial Results for Q2 and Provides Project Updates
CA$ 0.12+4.55%Trend Power :
Stornoway Diamond(Gems-Au-Ur)SWY.TO
Second Quarter Results
CA$ 0.02+100.00%Trend Power :
McEwen Mining(Cu-Le-Zn)MUX
TO ACQUIRE BLACK FOX FROM PRIMERO=C2=A0
US$ 10.28-0.39%Trend Power :
Rentech(Coal-Ngas)RTK
Rentech Announces Results for Second Quarter 2017
US$ 0.20-12.28%Trend Power :
KEFIKEFI.L
Reduced Funding Requirement
GBX 0.71+4.41%Trend Power :
Lupaka Gold Corp.LPK.V
Lupaka Gold Receives First Tranche Under Amended Invicta Financing Agreement
CA$ 0.06+0.00%Trend Power :
Imperial(Ag-Au-Cu)III.TO
Closes Bridge Loan Financing
CA$ 2.62-1.13%Trend Power :
Guyana Goldfields(Cu-Zn-Pa)GUY.TO
Reports Second Quarter 2017 Results and Maintains Production Guidance
CA$ 1.84+0.00%Trend Power :
Lundin Mining(Ag-Au-Cu)LUN.TO
d Share Capital and Voting Rights for Lundin Mining
CA$ 16.06+0.75%Trend Power :
Canarc Res.(Au)CCM.TO
Canarc Reports High Grade Gold in Surface Rock Samples at Fondaway Canyon, Nevada
CA$ 0.24+2.13%Trend Power :
Havilah(Cu-Le-Zn)HAV.AX
Q A April 2017 Quarterly Report
AU$ 0.22+7.50%Trend Power :
Uranium Res.(Ur)URRE
Commences Lithium Exploration Drilling at the Columbus Basin Project
US$ 6.80-2.86%Trend Power :
Platinum Group Metals(Au-Cu-Gems)PTM.TO
Platinum Group Metals Ltd. Operational and Strategic Process ...
CA$ 1.89-5.03%Trend Power :
Devon Energy(Ngas-Oil)DVN
Announces $340 Million of Non-Core Asset Sales
US$ 50.12-1.44%Trend Power :
Precision Drilling(Oil)PD-UN.TO
Announces 2017Second Quarter Financial Results
CA$ 8.66-0.35%Trend Power :
Terramin(Ag-Au-Cu)TZN.AX
2nd Quarter Report
AU$ 0.04-5.26%Trend Power :