SYS-CON MEDIA Authors: Rich Waidmann, Pat Romanski, Michael Jannery, Javier Paniza, Kevin Jackson

News Feed Item

Sale of Minemakers' Interests in the Sandpiper and Rocky Point Projects

TORONTO, ONTARIO -- (Marketwire) -- 10/04/12 --

HIGHLIGHTS


--  Resolution of significant uncertainty through the sale of 42.5% direct
    interest in the Sandpiper Project and 70% interest in the Rocky Point
    Project to Mawarid Mining LLC for approximately $25 million in cash 
--  Minemakers to retain exposure to upside in Sandpiper through its 14.2%
    shareholding in UCL Resources Limited 
--  Minemakers to focus on development of the world class Wonarah Project in
    Australia. Proceeds from sale will provide financing flexibility for
    development of Wonarah 
--  Minemakers remains committed to introducing a strategic partner at
    Wonarah. The strategic partnership process is progressing well 
--  UCL is expected to announce today that it will not extend its takeover
    offer for Minemakers beyond 15 October 2012 and will not waive any
    defeating conditions.(1) As a result, UCL's takeover offer will have no
    reasonable prospect of success 
--  The sale is subject to this UCL announcement occurring, Minemakers
    shareholder approval and Namibian Competition Commission approval.
    Minemakers shareholder approval will be sought in a Minemakers
    shareholder meeting planned for 29 November 2012 

Background

Minemakers Limited (TSX:MAK)(ASX:MAK)(NAMIBIAN:MMS) (Minemakers) is pleased to announce it has entered into a share sale agreement (SSA) with Mawarid Mining LLC (Mawarid) for the sale of its 42.5% interest in the Sandpiper Project and 70% interest in the Rocky Point Project for $25 million (subject to final adjustments for intercompany debts and joint venture cash calls between signing and completion).

Rationale for the Sale

The Sandpiper Project represented an attractive medium-term development opportunity for Minemakers, which complemented its larger, 100%-owned Wonarah Project. However, the ownership structure for Sandpiper was not conducive to the efficient development and financing of the project such that Minemakers believes that full value would not be created for shareholders in a timely manner. Accordingly, Minemakers considers that realising an attractive and certain value for its interest in the Sandpiper Project at this time is in the best interests of its shareholders. At this time of very weak market conditions and limited availability of capital, Minemakers has also avoided the dilutionary equity capital raisings which would likely be necessary to fund the development of the Sandpiper Project.

Minemakers' existing available tax losses are expected to be able to be applied to any capital gains resulting from the sale. As a result Minemakers will not have tax payable on the proceeds from the sale.

Minemakers will still retain an indirect interest in the Sandpiper Project through its 14.2% shareholding in UCL Resources Limited (UCL) providing Minemakers shareholders with exposure to the value upside from the project.

Following completion of the sale, Minemakers will focus on its 100%-owned Wonarah Project. Wonarah is Australia's largest known rock phosphate deposit which Minemakers aims to develop into a vertically integrated fertiliser production operation.

In June 2012 Minemakers commenced a strategic partnership process to attract a joint venture partner to co-fund a bankable feasibility study at Wonarah and facilitate the securing of development funding. Minemakers remains committed to this process. The process is progressing well and Minemakers has received significant interest in Wonarah from a number of parties.

Minemakers CEO Cliff Lawrenson commented: "We are excited at the prospect of focusing our attention on the world-class Wonarah Project. The funds raised from this sale will provide us with additional flexibility in relation to Wonarah, allowing the project to be further advanced whilst our search for a suitable joint venture partner continues."

"We are also increasingly encouraged at the potential for JDCPhosphate's dry kiln technology to transform the development plan for Wonarah."

Minemakers holds the sole Australian rights to JDCPhosphate's dry kiln technology for a period of seven years until September 2019. This technology potentially offers both capital and operating cost advantages in the production of super phosphoric acid, relative to the more common wet acid process. It also has the potential to be constructed in 200,000 tonne per annum modular increments, which is likely to increase the prospects of achieving funding and operational efficiencies. JDCPhosphate is intending to evaluate the viability of this technology in a demonstration plant in the first half of 2013.

Key Terms of the SSA

Under the SSA, Mawarid will acquire 100% of the shares in Minemakers Mauritius (Pty) Ltd and the intercompany loans provided by Minemakers to the Sandpiper joint venture entity, Namibian Marine Phosphate (Pty) Ltd (NMP), for $25 million in cash. If completion occurs, Mawarid will also reimburse Minemakers its share of expenditure on the Sandpiper and Rocky Point projects post 1 October 2012.

Mawarid has agreed to pay a deposit of $500,000, which will be forfeited if the SSA is terminated due to a breach of that agreement by Mawarid or otherwise for reasons that are within Mawarid's control.

The sale is conditional upon Minemakers shareholder approval, and Namibia Competition Commission approval being obtained.

The sale is also conditional upon UCL committing to not extend its current takeover offer for Minemakers beyond its scheduled closing date of 15 October 2012, to waive the relevant defeating condition to that offer to the extent necessary to permit the proposed transaction to proceed, and to otherwise not waive any other defeating conditions to its takeover offer.

Minemakers has agreed to not engage in any activities that compete directly with the Sandpiper Project in Namibia for a period of 5 years except as it relates to JDCPhosphate Inc. or its dry kiln technology.

Shareholder Approval

Minemakers intends to seek shareholder approval for the sale at its Annual General Meeting on 29 November 2012. The Minemakers Board of Directors recommends that shareholders vote in favour of the sale and Minemakers has agreed to procure that each of its directors will vote all shares they hold or control in favour of the sale. Further details will be provided in a notice of meeting that will be sent to shareholders in due course.

Minemakers has agreed to pay Mawarid a break fee of $250,000 if a director of Minemakers changes their recommendation to Minemakers shareholders to vote in favour of the sale.

UCL Offer

Minemakers is currently the subject of an off-market takeover bid by UCL. On the basis that UCL commits to not extending the UCL Offer beyond its current scheduled closing date of 15 October 2012, and not waiving any defeating conditions (other than the defeating condition relating to material acquisitions or disposals by Minemakers), being a condition to the sale agreement entered into with Mawarid, Minemakers believes there is no reasonable prospect of the UCL Offer being successful.

The Minemakers Board continues to recommend that Minemakers' shareholders reject the UCL Offer for Minemakers. To reject the UCL Offer, Minemakers' shareholders should simply take no action.


(1)  It is a condition precedent to the proposed transaction that UCL make  
     an announcement to this effect.                                        

ABN 48 116 296 541

Contacts:
Minemakers Limited
Cliff Lawrenson
Chief Executive Officer and Managing Director
+61 8 9264 7000
+61 8 9264 7099 (FAX)

Minemakers Limited
Andrew Drummond
Executive Chairman
+61 8 9264 7000
+61 8 9264 7099 (FAX)
www.minemakers.com.au

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. 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 development cycles that produce software that is obsolete...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
Today, IT is not just a cost center. IT is an enabler and driver of business. With the emergence of the hybrid cloud paradigm, IT now has increasingly more capabilities to create new strategic opportunities for a business. Hybrid cloud allows an organization to utilize multi-tenant public clouds, dedicated private clouds, bare metal hosting, and the associated support and services for the right use cases through an on-demand, XaaS model. This model of IT creates tremendous opportunities for busi...
“DevOps is really about the business. The business is under pressure today, competitively in the marketplace to respond to the expectations of the customer. The business is driving IT and the problem is that IT isn't responding fast enough," explained Mark Levy, Senior Product Marketing Manager at Serena Software, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
DevOps means different things to different people. Qubell defines DevOps as the ability for the developer teams to do what they need to do to have this level of self-service. At DevOps Summit, Stan Klimoff, CTO of Qubell, demos the enterprise DevOps platform.
Cloud computing started a technology revolution; now DevOps is driving that revolution forward. By enabling new approaches to service delivery, cloud and DevOps together are delivering even greater speed, agility, and efficiency. No wonder leading innovators are adopting DevOps and cloud together! In his session at DevOps Summit, Andi Mann, Vice President of Strategic Solutions at CA Technologies, explored the synergies in these two approaches, with practical tips, techniques, research data, wa...
Software AG and Wipro Ltd. have announced a joint solution platform for streaming analytics that provides real-time actionable intelligence for the Internet of Things (IoT) market. “The key to successfully addressing the IoT market is the ability to rapidly build and evolve apps that tap into, analyze and make smart decisions on fast, big data”, said John Bates, Global Head of Industry Solutions and CMO, Software AG. To address the huge market potential created by streaming analytics in conj...
Appcore deploys cloud for service providers based on the Apache Cloud set. In this demo at 15th Cloud Expo, Nate Gordon, Director of Technology at Appcore, shows their new product that's coming out in January - Appcore Atlas, which is focused on deploying private clouds based on CloudStack in 15 minutes or less. Our upcoming June 9-11, 2015, event in New York City will present a total of 10 simultaneous tracks (the largest conference content in the world) by an all-star faculty, over three days...
Amazon, Google and Facebook are household names in part because of their mastery of Big Data. But what about organizations without billions of dollars to spend on Big Data tools - how can they extract value from their data? In his session at 6th Big Data Expo®, Ali Ghodsi, Co-Founder and Head of Engineering at Databricks, discussed how the zero management cost and scalability of the cloud is addressing the challenges and pain points that data engineers face when working with Big Data. He also s...
Wearable devices have come of age. The primary applications of wearables so far have been "the Quantified Self" or the tracking of one's fitness and health status. We propose the evolution of wearables into social and emotional communication devices. Our BE(tm) sensor uses light to visualize the skin conductance response. Our sensors are very inexpensive and can be massively distributed to audiences or groups of any size, in order to gauge reactions to performances, video, or any kind of present...
The Industrial Internet revolution is now underway, enabled by connected machines and billions of devices that communicate and collaborate. The massive amounts of Big Data requiring real-time analysis is flooding legacy IT systems and giving way to cloud environments that can handle the unpredictable workloads. Yet many barriers remain until we can fully realize the opportunities and benefits from the convergence of machines and devices with Big Data and the cloud, including interoperability, ...
IBM has announced a new strategic technology services agreement with Anthem, Inc., a health benefits company in the U.S. IBM has been selected to provide operational services for Anthem's mainframe and data center server and storage infrastructure for the next five years. Among the benefits of the relationship, Anthem has the ability to leverage IBM Cloud solutions that will help increase the ease, availability and speed of adding infrastructure to support new business requirements.
The term culture has had a polarizing effect among DevOps supporters. Some propose that culture change is critical for success with DevOps, but are remiss to define culture. Some talk about a DevOps culture but then reference activities that could lead to culture change and there are those that talk about culture change as a set of behaviors that need to be adopted by those in IT. There is no question that businesses successful in adopting a DevOps mindset have seen departmental culture change, ...
CA Technologies released a new study – “DevOps: The Worst-Kept Secret to Winning in the Application Economy” – that reveals that 82% of enterprises in Asia Pacific and Japan (APJ) already have or plan to adopt a DevOps strategy, a 12 point increase from last year’s figure of 70%. DevOps is a methodology which helps foster collaboration between the teams that create and test applications (Dev) with those that maintain them in production environments (Ops). Vanson Bourne conducted the survey with...
The 3rd International Internet of @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that its Call for Papers is now open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.