Dr. Morgan Poliquin reports
ALMADEX MINERALS LTD. AND AZUCAR MINERALS LTD. ANNOUNCE CLOSING OF ARRANGEMENT
Almadex Minerals Ltd. has closed the previously announced statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) to spin out Old Almadex's early-stage exploration projects, royalty interests and certain other assets, into Almadex Minerals Ltd., effective at 12:01 a.m. on May 18, 2018. At the effective time, Old Almadex changed its name from Almadex Minerals Ltd. to Azucar Minerals Ltd., and New Almadex changed its name from 1154229 B.C. Ltd. to Almadex Minerals Ltd.
Arrangement
Under the terms of the plan of arrangement, the shareholders of Old Almadex will receive common shares in New Almadex by way of a share exchange, pursuant to which each existing share of Old Almadex held at the effective time will be exchanged for one share of Azucar and one New Almadex share. Optionholders of Old Almadex received replacement options of Azucar and options of New Almadex, which are proportionate to (and reflective of the terms of), their existing options of Old Almadex. Warrantholders of Old Almadex have their existing warrants remain outstanding in accordance with their terms, and are, in lieu of being exercisable for one Old Almadex share, exercisable for one Azucar share and one New Almadex share.
The arrangement remains subject to final acceptance from the TSX Venture Exchange. The TSX-V has conditionally approved the listing of the New Almadex shares under the trading symbol DEX.
Name change and stock symbols
At the effective time, Old Almadex changed its name to Azucar Minerals Ltd., and Azucar will continue to trade under its ticker symbol of AMZ on the TSX-V and AXDDF on the OTCQX. The CUSIP (committee on uniform security identification procedures)number assigned following the name change is 05501V104.
At the effective time, New Almadex changed its name toAlmadex Minerals Ltd. Once listed, New Almadex will trade under the ticker symbol DEX on the TSX-V. The CUSIP number assigned to the New Almadex shares is 02028L107.
Trading information
On or about Tuesday, May 22, 2018, it is anticipated the TSX-V will issue a bulletin in respect of the commencement of trading of the New Almadex shares. Within two business days of the TSX-V bulletin, the Azucar shares and the New Almadex shares will commence trading on the TSX-V. An Old Almadex share purchased prior to the commencement of trading of Azucar shares and New Almadex shares will be settled for one Azucar share and one New Almadex share.
Where Old Almadex shares are held through a broker, such broker, or the depositary with which the broker holds such Old Almadex shares, will be responsible for dealing with the exchange of the Old Almadex shares for Azucar shares and the distribution of the New Almadex shares on the behalf of the shareholders.
Old Almadex has mailed letters of transmittal to all eligible registered shareholders. To receive direct registration system (DRS) statements representing Azucar shares and New Almadex shares, registered shareholders must duly complete the letter of transmittal and either provide their DRS account number or surrender their existing certificates for Old Almadex shares, as applicable, and deliver them to Computershare Investor Services Inc. at the address shown on the letter of transmittal. Upon surrender to the exchange agent for cancellation of a certificate representing Old Almadex shares, together with a properly executed letter of transmittal, the registered shareholder will be entitled to receive, and the exchange agent will deliver to such holder, a DRS statement representing that number of Azucar shares and New Almadex shares that such holder has a right to receive, pursuant to the plan of arrangement and the surrendered certificate will be cancelled. The letter of transmittal was filed on Old Almadex's SEDAR profile on April 6, 2018.
Investment by Newcrest Mining Ltd.
Concurrent with the effective time, Azucar is pleased to announce the closing of non-brokered private placement with Newcrest Canada Holdings Inc., a wholly owned subsidiary of Newcrest International Pty. Ltd. Newcrest International is itself a wholly owned subsidiary of Newcrest Mining. Pursuant to a subscription agreement between Old Almadex and Newcrest International, as assigned by Newcrest International to Newcrest Canada Holdings (and the plan of arrangement), Newcrest Canada Holdings acquired 14,391,568 Azucar shares at a price of approximately $1.33 per share for aggregate gross proceeds of $19,074,425. The Azucar shares issued to Newcrest Canada Holdings will be subject to a hold period until Sept. 19, 2018. Upon closing of the private placement, Newcrest Canada Holdings holds 19.9 per cent of the issued and outstanding Azucar shares, and has no ownership interest in New Almadex.
Newcrest is one of the world's largest gold mining companies, operating mines in Australia and the Asia Pacific regions. Newcrest has extensive experience developing and operating successful mines in culturally and geographically diverse environments, and also seeks to identify and secure large mineral districts, or provinces, in order to establish long-term mining operations. Newcrest has extensive experience in exploring and operating gold and copper porphyry deposits through its ownership of the Cadia Hill operation in Australia as well as its interest in the Wafi-Golpu project in Papua New Guinea. Newcrest and Azucar have entered into an investor rights agreement providing, among other things, a standstill and lock-up on customary terms and conditions, participation rights in favour of Newcrest Canada Holdings to maintain its pro-rata interest in Azucar and the right of Newcrest Canada Holdings to designate one nominee to the board of directors of Azucar.
About Azucar Minerals Ltd.
Azucar is an exploration company that is focused on exploration of its El Cobre gold/copper porphyry project in Veracruz, Mexico, in which it holds a 100-per-cent interest, subject to net smelter returns (NSR) royalty interests, assuming production from the property exceeds 10,001 tonnes per day of ore, totalling 2.25 per cent, which can be reduced to 2 per cent through the payment of $3-million (U.S.). Azucar also holds approximately $17.5-million in cash and has 72.3 million shares issued and outstanding.
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