GOLDEN RIDGE RESOURCES LTD. (via TheNewswire)
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“We are thrilled to be entering into a definitive agreement with MMG. Both parties have worked extremely hard over the past several months to get to this point, and I would like to thank all involved for their tireless efforts” stated Golden Ridge CEO,
Rodrigo Quintão, Director of MM Group LTDAstated, “This combination of our two companies represents a significant new path for growth. The access to the capital markets will enable the combined company to more rapidly implement our current growth strategies for innovation and new clean technologies that we view as the future. We look forward to working with the team at Golden Ridge.”
About MM Group LTDA.
MM Group LTDA is a dynamic iron ore mining, exploration, trading and logistics company based out of
Summary of the Proposed Transaction
Golden Ridge will acquire 80% of the issued and outstanding membershipinterestsin MMG from the Vendors in consideration of the issuance of
Golden Shares having a deemed value of$89,218,676 , resulting in a reverse takeover of Golden Ridge by MMG. The value attributed to MMG was reached by arm’s length negotiation between the parties and based on, among other things, each party’s historical financial performance. The Proposed Transaction ascribes a value of approximately$10,000,000 to Golden Ridge.
Prior to completion of the Proposed Transaction, it is anticipated that Golden Ridge will consolidate the Golden Shares (theConsolidation”) on the basis of approximately 2.927 pre-Consolidation shares for each one (1) post-Consolidation shares, subject to adjustment.
Following the reverse takeover, the resulting entity, the (Resulting Issuer”) will continue doing the business of MMG under a name to be determined by Golden Ridge and MMG prior to the closing of the Proposed Transaction (the “Name Change”).
The
Golden Shares to be issuedpursuant totheProposed Transaction will be issued pursuantto exemptionsfromthe prospectus requirements ofapplicablesecurities legislation. Certain of these shares are expected to be subject to resalerestrictions or escrow as per the policies of the Exchange, including those securities issued to “Principals” (as defined under Exchange policies).
Prior to the completion of the Proposed Transaction, including the Consolidation, Golden Ridge has 58,541,320
Golden Shares outstanding. Upon completion of the Proposed Transaction and the Consolidation and assuming completion of the minimum Concurrent Financing (as defined below), it is anticipated that existing Golden Ridge shareholder will hold approximately 10.14% of the common shares in the capital of the Resulting Issuer (the “Resulting Issuer Shares”), former MMG members will hold approximately 87.83% of the Resulting Issuer Shares and investors under the Concurrent Financing will hold approximately 2.03% of the Resulting Issuer Shares. In the event the maximum concurrent financing is completed, existing Golden Ridge shareholders, former MMG members and investors in the Concurrent Financing will hold approximately 9.38%, 81.24% and 9.28% of the Resulting Issuer Shares, respectively.
In connection with the completion of the
Proposed Transaction Golden Ridge and the Vendors are expected to enter into an agreement (theMembers’ Agreement”) to govern the operation of MMG following closing. The Members’ Agreement is expected to include customary terms including a free-carried interest on the 20% of MMG not being acquired by Golden Ridge as well as a right of first refusal in favour of the Resulting Issuer to acquire such interest.
The completion of the Proposed Transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature, including, among other things:
MMG delivering a NI 43-101-compliant technical report for MMG’s material properties that is acceptable to the Exchange and Golden Ridge;
If required by the Exchange, MMG delivering a title opinion for each of its material properties in form and content satisfactory to the Exchange and the Company;
No material adverse changes occurring in respect of either MMG or Minas;
The parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange, subject only to customary conditions of closing;
If required by the Exchange, delivery of a sponsor report and an independent valuation satisfactory to the Exchange;
The Name Change;
Completion of the Concurrent Financing described below; and
Exchange acceptance. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 1 Mining Issuer on the Exchange, with MMG as its primary operating subsidiary.
Concurrent Financing
In connection with the Proposed Transaction, the Company will arrange a concurrent non-brokered private placement for sufficient gross proceeds for the Resulting Issuer to meet the Exchange’s listing requirement, currently anticipated to be in the range ofminimum gross proceeds of
Summary of Proposed Directors and Officers of the Resulting Issuer
In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer is expected to consist of seven (7) directors, three (3) of whom will be nominated by MMG, two (2) of whom will be nominated by Golden Ridge and two (2) of whom will be jointly nominated. If applicable, the existing directors and officers of the Company shall resign at or prior to the closing of the Proposed Transaction.
The first directors of the Resulting Issuer are expected to include
Summary of Insiders of the Resulting Issuer other than Directors and Officers
No insiders of the Resulting Issuer are expected other than the board and management.
Sponsorship of Proposed Transaction
Sponsorship of the Proposed Transaction may be required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange. MMG has not yet engaged a sponsor in connection with the Proposed Transaction. MMG intends to apply for an exemption from the Exchange’s sponsorship requirement. Additional information on sponsorship arrangements will be provided once available.
Other Information relating to the Proposed Transaction
The Proposed Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactionsand is not subject to Policy 5.9 of the Exchange.
No finder’s fees are expected to be payable in connection with the Proposed Transaction.
In accordance with Exchange Policy 5.2, Golden Ridge intends to apply for an exemption from obtaining shareholder approval, as the Proposed Transaction exhibits the following characteristics: (i) the Proposed Transaction is not a related party transaction (and no other circumstances exist which may compromise the independence of Golden Ridge or other interested parties); (ii) Golden Ridge is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the Proposed Transaction; and (iii) there is no requirement to obtain shareholder approval of the Proposed Transaction (or any element thereof) under any applicable corporate or securities laws.
In accordance with the policies of the Exchange, trading in
Additional information concerning the Proposed Transaction, the Company, MMG (including summary financial information) and the Resulting Issuer will be provided in a subsequent news release.
The Transaction remains subject to all requisite approvals, including the approval of the
About Golden Ridge
Golden Ridgeis a TSX-V-listed exploration company engaged in acquiring and advancing mineral properties located in
ON BEHALF OF THE BOARD OF DIRECTORS OF
“Mike Blady”
President and Chief Executive Officer
For more information regarding this news release, please contact:
T: 250-717.3151
W: www.goldenridgeresources.com
Qualified Person
Marcelo Antonio Batelochi,
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Golden Ridge should be considered highly speculative.
The
All information contained in this news release with respect to Golden Ridge and MMG was supplied by the parties, respectively, for inclusion herein, and Golden Ridge and its respective directors and officers have relied on MMG for any information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Proposed Transaction and the Consolidation and the timing thereof, the proposed business of the Resulting Issuer, degree to which historical results are reflective of actual mineral resources, the completion of the proposed Concurrent Financing and the use of proceeds therefrom, the proposed directors and officers of the Resulting Issuer, obtaining regulatory approval for the Proposed Transaction, the completion of the Name Change, Exchange sponsorship requirements and intended application for exemption therefrom, the entering into of the Members’ Agreement, shareholder and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management’s ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results,expectations, achievements or performance of each ofGolden Ridgeand MMG may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each ofGolden Ridgeand MMG believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each ofGolden Ridgeand MMG disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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