Ethiopian Potash Announces Proposed Acquisition of Phosphate Properties in Togo and Amendment to Terms of Its Acquisition of Malian Potash Properties
June 03, 2013 — TORONTO, ONTARIO (Source: Marketwired) — Further to its press release of April 22, 2013, Ethiopian Potash Corp. (the “Company” or “EPC”) (TSX VENTURE:FED) announces that it has reached an agreement with Premier African Minerals Limited (“PREM”) for the acquisition by EPC of PREM’s phosphate properties in Togo, as well as to amend certain terms of its acquisition from PREM of the Taoudeni and Oglat properties in Mali.
Subject to the completion of certain transactions pursuant to definitive agreements (the “Definitive Agreements“) in respect of, among other things, the early exercise of EPC’s option to acquire G and B Central African Resources Ltd. (“G&B“) and the forming of a joint venture between EPC and Danakil Potash Corporation, (the “Transactions” as further described in EPC’s press release of April 22, 2013), EPC will acquire all of the issued and outstanding shares (the “Togo Acquisition“) of G and B African Resources SARL (“G&B Togo“) in exchange for EPC issuing PREM 100 million EPC common shares. G&B Togo is a wholly-owned subsidiary of PREM and the holder of exploration permits located in northern and southern Togo for the exploration of phosphate, attapulgite clay and rare earth metals.
EPC’s acquisition of such permits will be subject to the satisfaction of all related conditions precedent (which include TSX Venture Exchange (“TSXV“) and shareholder approvals). In the event that the Togo Acquisition is ultimately completed, PREM shall be entitled to nominate 2 directors to the board of EPC whilst PREM’s shareholding remains above 30% of the issued share capital of EPC.
PREM is a mineral exploration and development company of which G&B’s sole shareholder, ZRH Nominees (0105) Ltd. is a principal shareholder, and George Roach and Pamela Hueston are directors. PREM will become a “control person” pursuant to applicable securities laws and the policies of the TSXV as a result of the completion of the Togo Acquisition, holding approximately 40% of the issued and outstanding common shares of the Company. Under the rules of the TSXV disinterested minority shareholder approval of the Togo Acquisition is required and PREM becoming a control person of EPC will be required. As PREM is admitted to trading on AIM, the sale will also need to comply with the AIM Rules and other regulatory requirements in the United Kingdom.
The Company has called an annual and special meeting of its shareholders to be held on June 30, 2013, to consider and approve, among other things, the Togo Acquisition, PREM becoming a control person of EPC and the other Transactions (including pursuant to the amended Mali Acquisition agreement). The management information circular mailed to shareholders in connection with the meeting will contain additional disclosure relating to the Togo Acquisition and the Transactions.
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At the request of the TSXV, EPC and PREM have also agreed to close EPC’s acquisition from PREM of its wholly-owned subsidiary, G and B African Resources Mali SARL (the “Mali Acquisition“), in escrow, the terms of which include a mechanism for unwinding the transaction in the event the escrow release conditions are not satisfied prior to June 30, 2014.
In order for escrow to be released, EPC must deliver to the TSXV a Canadian National Instrument 43-101 Technical Report and title opinions, each in form and substance satisfactory to the TSXV. In the event that these release conditions are not satisfied by June 30, 2014, the escrow arrangements will thereafter terminate and each of EPC and PREM will re-convey or return to the other the securities that were subject to escrow, thereby effectively cancelling the Mali Acquisition.
The amendments were required by the TSXV in light of the current civil unrest and war-like conditions in northern Mali, and the declaration by the Ministry of Mines (Mali), on an exceptional basis, of a moratorium on the two Taoudeni and Oglat exploration authorizations. Such moratorium prevents both access to the properties, which is required in order to complete the requisite technical report, and the ability to obtain renewed (or updated) licenses, which are required in connection with the requisite title opinions. EPC anticipates that it will be able to obtain new licenses and the requisite technical report shortly after the moratorium is lifted. However, there is no guarantee that the moratorium will be lifted within the required time or that new exploration licenses or the requisite title opinions will be obtained within the required time.
Filing of Agreements
The Togo SPA and the amended Mali Acquisition agreement will be filed and made available under EPC’s SEDAR profile at www.sedar.com.
About Ethiopian Potash Corp.
Ethiopian Potash Corp. (TSX VENTURE:FED) is a Canadian company based in Toronto, Ontario and Addis Ababa, Ethiopia.
On behalf of the Board of Directors
George Roach, CEO & Director
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 EPC believes, expects or anticipates will or may occur (including, but not limited to, the Transactions (including the Mali Acquisition) and the Togo Acquisition, as well as the expected terms and conditions of each such transaction) 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, the failure to satisfy all conditions precedent to the Transactions (including the Mali Acquisition) and the Togo Acquisition within the requisite time, including (without limitation) obtaining the requisite third-party consents, TSXV approval of the Transactions (including the Mali Acquisition) and the Togo Acquisition, shareholder approval of the Transactions (including the Mali Acquisition) and the Togo Acquisition, satisfying the Mali Acquisition escrow release conditions within the requisite time, satisfying the Togo Acquisition escrow release conditions or failing to maintain financial covenants in the Togo SPA, and 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, the ability of the parties to satisfy all applicable conditions precedent to the completion of the Transactions (including the Mali Acquisition and the escrow release conditions thereto) and the Togo Acquisition (and the escrow release conditions thereto), there are no material changes to the terms of any proposed transaction, and no significant decline in existing general business and economic conditions. There can be no assurance that the Transactions (including the Mali Acquisition) or the Togo Acquisition will be completed as currently proposed or at all. 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 EPC’s filings with the Canadian securities regulators available on www.sedar.com.
Neither the 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.
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