AGORACOM Wire - Wednesday February 15th, 2012
Breaking News ....
Lomiko (LMR: TSX-V) to Complete 43-101 Report on Previous Drilling at the Quatre Milles Graphite Property *CLIENT* Read More
Top Sector Stories ....
Strike Graphite Corp. (TSXV:SRK) Acquires Wagon Graphite Project in Quebec in Vicinity of Timcal's Lac des Iles Graphite Mine *CLIENT* Read More | Profile
Strike Graphite goes "Beyond the Press Release"
McLaren Resources (CNSX:MCL) Drills 7.0 Grams Gold Over 7.4 Metres at the TimGinn Property Located Adjacent to the Hollinger Mine *CLIENT* Read More | Watch Beyond the Press Release
DONNER METALS INTERVIEW: David Patterson Discusses the Bracemac-McLeod Mine Development Beyond the Press Release
AGORACOM Launches GraphiteStocksBlog.com
We're proud to announce the launch of GraphiteStocksBlog.com a website dedicated to the needs of investors and companies in the fast growing Graphite industry.
INAUGURAL GRAPHITE SPONSORS
| Erdene Resource Development Corporation TSX: ERD |
Erdene Concludes Reverse Takeover of Beta Minerals Inc.
New Specialty Kaolin Business Launched
HALIFAX, NOVA SCOTIA and VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 27, 2009) - Erdene Resource Development Corp. ("Erdene") (TSX:ERD) and Beta Minerals Inc. ("Beta") are pleased to announce the closing of the transactions (the "Transaction") contemplated by the Amended and Restated Letter Agreement dated January 23, 2009 (the "Agreement"), among Erdene, Beta and Deepstep Kaolin Company LLC ("Deepstep").
Pursuant to the Agreement, Erdene and Deepstep exchanged all of the outstanding common shares of Erdene Materials Corporation ("EMC"), a Delaware company, for common shares of Beta giving Erdene a controlling interest in Beta.
The sole assets of EMC are primary kaolin clay assets located in Georgia, U.S.A., (collectively, "Clay Assets").
The Beta shareholders approved the transaction at the adjourned annual and special meeting of shareholders held on February 20, 2009 pursuant to the procedure described in the news release of Beta issued on January 26, 2009.
The Beta shareholders also approved a change of name from Beta to Advanced Primary Minerals Corporation ("the "Resulting Issuer") at the same meeting.
The Transaction constituted an arms length "Reverse Takeover" under the applicable policies of the TSX Venture Exchange ("the "Exchange").
"We are very excited to be launching our new specialty kaolin business and are aggressively moving forward with our plans to begin production of our high-quality primary kaolin resource in the second quarter of 2009," said Ken MacDonald, the new President and CEO of the Resulting Issuer. "
We are in the advanced stage of constructing a new, state of the art processing plant in Dearing, Georgia and we have secured contracts with established companies for the production of kaolin products, targeting the ceramics industry initially."
"We have put a tremendous effort into the identification and evaluation of our Georgia primary kaolin resource over the past 10 years and feel very optimistic about the development of this business opportunity," said Peter Akerley, President and CEO of Erdene. "We look forward to seeing the inherent value of this unique kaolin resource being realized to the benefit of the shareholders of Erdene and the Resulting Issuer."
It is anticipated that the shares of the Resulting Issuer will recommence trading on the Exchange under the symbol "APD" the week of March 2, 2009.
The Transaction
Prior to the closing, EMC transferred certain assets, such that at the time of closing it was only holding the Clay Assets. On closing, Erdene and Deepstep transferred to Beta all of the issued and outstanding securities of EMC and certain debt owing by EMC to Erdene in exchange for the issuance by Beta of 81,000,000 common shares of the Resulting Issuer (the "Shares"). The Shares were issued as to 71,000,000 to Erdene and 10,000,000 to Deepstep. In addition, 36,000,000 Shares are to be issued to Erdene upon certain permits being obtained to allow production from the Clay Assets and if such permits are not obtained within three years, the 36,000,000 Shares will not be issued. Pursuant to the Transactions, Erdene has agreed to transfer 2,925,000 Shares to Toll Cross Securities Inc. in satisfaction of a success fee payable in connection with the Transaction.
Upon completion of the Transaction, EMC became a wholly-owned subsidiary of the Resulting Issuer, and changed its name to "Advanced Primary Materials Corporation"
Concurrent with the closing of the Transaction, the Resulting Issuer appointed new directors to replace James Currie, Roy Hudson, and Neville Simpson who resigned. The board of the Resulting Issuer now consists of: Philip Martin, Kenneth MacDonald, Chris Cowan, and Philip Webster. James Currie resigned as Managing Director and the current officers of the Resulting Issuer are: Ken MacDonald, President and Chief Executive Officer; Michael O'Keefe, Chief Financial Officer; David Avant, Vice President Operations; Paul Coughlan, Vice President Business Development; and Suzan Frazer, Corporate Secretary.
Concurrent with closing and pursuant to the Agreement, the Resulting Issuer entered into consulting agreements (the "Consulting Agreements") with Roy Hudson, Neville Simpson, James Currie, and Philip Martin (the "Consultants"), all of whom are familiar with the pre-Transaction assets of Beta, and will provide transition support related thereto. The Consultants' fee for performing the duties required under the Consulting Agreements is 750,000 options to purchase common shares of the Resulting Issuer (the "Consulting Options"). The Consulting Options will expire six months after the termination of the Consulting Agreements. The exercise price of the Consulting Options is equal to the greater of: (i) the volume weighted average trading price per Share on the Exchange for twenty trading days following closing; (ii) the closing price of the Shares on the Exchange on the twentieth trading day following closing; or (iii) the minimum price allowable by the TSX.V.
EMC, formerly a wholly owned subsidiary of Erdene, has been active in Georgia and South Carolina for over 10 years.
EMC's kaolin project has received over $15 million in investment exploring for, evaluating, extensively testing and securing high quality primary kaolin resources in Georgia and South Carolina. This culminated in the first commercial production of specialty primary clay in Georgia with KaMin LLC, formerly the kaolin division of J.M. Huber Corporation, mining EMC's kaolin since 2003 to produce their premium HuberPrimeTMLWC paper product pursuant to a US$3.8 million prepaid royalty agreement giving KaMin LLC access to a limited quantity of EMC's resource.
The Resulting Issuer owns or controls through long term leases, several high-quality primary kaolin clay deposits with a total National Instrument 43-101 compliant resource of 27.3 million tons (Indicated and Measured).
The deposits are located in Georgia, USA, which is a world leader in kaolin production and generates over $1 billion from the sale of kaolin annually.
The initial focus of the Resulting Issuer's operations will be to supply primary kaolin products sourced from its McDuffie County, Georgia properties for the ceramics industry and specialty industrial applications that benefit from the unique characteristics of the Resulting Issuer's primary kaolin resource.
The McDuffie County properties contain just under 10 million tons of the company's highest quality primary kaolin resource.
The goal of the Resulting Issuer is to become North America's leading specialized kaolin producer. To this end, the Resulting Issuer is within weeks of completing construction of a new, state-of-the-art processing facility in Dearing, Georgia that will begin operation in Q2 2009. Production commitments are in place with established companies and extensive product development and testing has been carried out with advanced commercial trials underway.
The Resulting Issuer is targeting value added products that benefit from the unique attributes of its high quality primary kaolin resource. Target markets include ceramics, catalysts, paint and coatings, and other industrial applications. Customer product trials have shown that the Resulting Issuer's primary kaolin products meet or exceed the quality of comparable foreign imports. Proximity to the US domestic market and elimination of foreign exchange risk add a strong competitive advantage.
The Resulting Issuer has assembled an experienced management team and Board of Directors with strong technical, financial and management experience and a proven track record within the kaolin industry as well as with other industrial minerals. The new executive management team is comprised of:
Ken W. MacDonald, President and CEO and Director
Mr. MacDonald, a chartered accountant, brings almost 25 years of executive level mine management, finance and operating experience to the Resulting Issuer. He is one of the founding members of Erdene being with the company since its incorporation in 2002 and is currently their Vice President Business Strategy and CFO. He has been involved in the financing and development of Erdene's Georgia and South Carolina primary kaolin operation continuously since 1998.
David Avant, Jr. - Vice-President, Operations
Mr. Avant, B. Sc. Geology, a registered geologist in the state of Georgia, brings over 25 years experience in industrial mineral exploration, processing and management with extensive kaolin experience. He owns and operates Deepstep Mineral Products LLC, a company focused on the development of specialty kaolin and mica products. Previously, from 1995 to 2006, Mr. Avant was President and part owner of Georgia Industrial Minerals, Inc. a large mica producer. From 1991 to 1995 he was Exploration Manager of ECC International (now Imerys Inc.) and from 1979 to 1991 he held the positions of Geologist, Exploration Manager and Land Manager with Georgia Kaolin Group Inc.
Paul D. Coughlan - Vice-President, Business Development
Mr. Coughlan has over ten years experience in the exploration, management and development of kaolin projects in Georgia where he has held the position of General Manager of EMC's Georgia operation since 1998.
He has represented EMC during that period in its relationships with partners in all industrial mineral projects in the US and manages bench and pilot plant testing for internal projects and third party customers including product development, processing and testing. Mr. Coughlan has been employed in the resource industry since 1993 in various roles including landowner negotiations, environmental reclamation and exploration.
About the Resulting Issuer
Immediately after closing, the Resulting Issuer has a consolidated working capital position of approximately $1.9 million. It has 109,742,853 shares issued and outstanding and a fully diluted share position of 116,692,853, excluding any additional Shares to be issued to Erdene in connection with the Transaction.
Early Warning
Upon completion of the Transaction, Erdene owns and controls 71,000,000 Shares and Deepstep owns and controls 10,000,000 Shares, which constitutes an aggregate of approximately 74% of the total issued and outstanding Shares.
Erdene is entitled to receive an additional 36,000,000 Shares upon the Resulting Issuer obtaining certain permits and may receive additional Shares upon the conversion of debt owed by EMC to Erdene.
The Shares were acquired pursuant to the Transaction and both Erdene and Deepstep intend to hold the Shares for investment purposes. Erdene and Deepstep may increase or decrease their investment in the Resulting Issuer depending on market conditions or any other relevant factors.
About Erdene Resource Development Corp.
Erdene is a diversified resource development company with multiple projects at various stages of development from exploration to production all focused on high-growth commodities.
These projects include the Zuun Mod molybdenum project in Mongolia; a 25% joint venture with Xstrata Coal Canada Ltd. ("Xstrata") on the Donkin Coal Project in eastern Canada which is currently being evaluated for phase I development; an Alliance Agreement with Xstrata whereby
Xstrata fully funds Erdene's coal exploration and development program in Mongolia with the right to acquire a 75% interest in any coal project submitted to them by Erdene; a construction materials deposit in Georgia, USA pending a development decision and majority ownership of multiple kaolin deposits and a kaolin processing operation in Georgia, USA through the Resulting Issuer.
Erdene has a working capital position of approximately $17.7 million with 89,230,877 common shares issued and outstanding and a fully diluted share position of 98,445,852 common shares.
Erdene Announces Reverse Takeover of Beta Minerals Inc.
Advances Kaolin Business
HALIFAX, NOVA SCOTIA--(Marketwire - July 17, 2008) - Erdene Resource Development Corp. ("Erdene") (TSX:ERD) today announced it has entered into a binding letter agreement (the "Agreement") with Beta Minerals Inc. ("Beta") (TSX VENTURE:BMI) and Deepstep Kaolin Company LLC ("Deepstep") whereby Erdene will exchange all of the outstanding common shares of its wholly owned US subsidiary, Erdene Materials Corporation ("EMC"), for common shares of Beta (the "Transaction"), giving Erdene a controlling interest in Beta. Prior to the Transaction, EMC will transfer all of its "non-clay assets", consisting primarily of its construction aggregate assets, to another company owned by Erdene.
"We are very excited by this arrangement which provides for initial funding of very promising business opportunities that will be advanced independently through a new public entity," said Ken MacDonald, VP Business Strategy and CFO of Erdene. "With EMC's primary clay projects already producing for the paper industry and new ceramic applications moving through final commercial testing we envision significant growth in these areas as well as rapid advancement of other opportunities."
The Business Opportunity
Upon completion of the proposed Transaction, Beta will control one of the highest quality kaolin resources in North America. Due to an aggressive exploration and acquisition program by EMC in the late 1990s, Beta will control a large, high brightness primary clay resource of "premium" quality with an in-ground , resource of 21.9 million tons. The projects are located in central Georgia which is the largest producing kaolin clay region globally. In addition to the kaolin resources, the clay assets will include ongoing commercial production on a pre-paid royalty basis by Kamin LLC (formerly J. M. Huber Corporation), a minerals laboratory and pilot plant originally developed by RTZ's industrial mineral division, a joint venture with Deepstep to develop and manufacture specialty kaolin products largely in the ceramics business, large surface land ownership of approximately 1,500 acres, and an experienced operations and management team.
While the greatest demand for kaolin-based pigments comes from the paper industry, kaolin is also used in paints, plastic, rubber and ceramics where it provides brightness, colour and particle shape properties. The Agreement will enable EMC to expand on the current commercial product line used by the paper industry and to develop new product lines for the primary kaolin resources, initially in the ceramics sector. EMC has also been conducting testing of the resource for use in the catalytic converter sector and is evaluating its use in the cement industry. The initial focus will be the production and sale of kaolin products to the ceramic industry and toll processing of specialized industrial mineral products. EMC and Deepstep have been working with manufacturers over the past 24 months testing various EMC primary clay sources in different ceramic and glazing clay applications and are about to begin commercial production.
Terms of the Agreement
Pursuant to the Agreement, Beta will effect a 10:1 share consolidation prior to the closing of the Transaction resulting in Beta having a fully diluted share position of approximately 3,132,248 shares immediately prior to the issuance of any post-consolidation Beta shares. EMC will transfer all of its non-clay assets to a separate entity and, on the closing of the Transaction, Erdene will transfer all of the shares of EMC to Beta in exchange for 11,700,000 Beta post consolidation shares ("Transaction Shares"). The 11,700,000 Transaction Shares will be distributed to Erdene to the extent of 10,700,000 shares and the remaining 1,000,000 shares to Deepstep. As a result, upon issuance of the Transaction Shares, Erdene will control 72% of the issued and outstanding shares of Beta. 3,600,000 of the Consideration Shares issuable to Erdene will be subject to a contractual hold period and will be released upon certain milestone events pertaining to the clay assets being achieved. Additional Consideration Shares may be issued to Erdene based on a closing adjustment for any surplus expenditures made by EMC with respect to the management or development of its clay assets in excess of $300,000 before the closing. The Consideration Shares may be subject to escrow conditions imposed by the TSX Venture Exchange. Concurrent with the closing of the Transaction, Erdene will nominate a new board of directors of Beta, initially expected to be five persons.
Conditions of the Agreement
The Agreement is subject to a 30 day due diligence period and to fulfillment of a number of conditions precedent including receipt of all required regulatory approvals, approval from the shareholders of Beta to the transaction, the share consolidation and a name change, Beta entering into employment/service agreements for the position of President and CEO and with key management personnel, Beta receiving a satisfactory opinion from its financial adviser, and Beta having cash on hand at closing in the minimum amount agreed upon by the parties. Assuming all conditions are met, it is anticipated that the transaction will close not later than late November 2008.
About Beta Minerals Inc. (Beta)
Beta is a well financed, Vancouver based, TSX- Venture listed company that has been evaluating projects for acquisition, exploration and development. Beta Minerals was founded around the exploration assets of the former Highwood Resources in 2002.
About Erdene Resource Development Corp.
Erdene (formerly Erdene Gold Inc.) is a diversified resource development company with multiple projects at various stages of development from exploration to production all focused on high-growth commodities. The Corporation has a strong portfolio of exploration properties in Mongolia where it has a strategic alliance with Xstrata Coal to develop its coal properties and a strong focus on base metals (copper and molybdenum), precious metals (gold) and energy (coal). Minarco-MineConsult, of Sydney, Australia, has recently completed a National Instrument 43-101 compliant independent resource estimate for the Zuun Mod molybdenum project and is currently working on a scoping study on the project. In addition, Erdene has near-term cash flow opportunities in its North American assets, which include a 25% interest in the Donkin Coal Alliance with Xstrata Coal, agreements with KaMin LLC (formerly J.M. Huber Corporation) and Ready Mix USA as operators and developers in the southeast U.S. for its kaolin clay and construction aggregate projects, respectively. Erdene has a cash position of approximately $22.4 million with 89,230,877 common shares issued and outstanding and a fully diluted share position of 98,783,352 common shares.
Erdene Resource Development Corp.
Peter C. Akerley
President and CEO
902-423-6419
or
Erdene Resource Development Corp.
Ken W. MacDonald
Vice-President Business Development and CFO
902-423-6419
info@erdene.com
www.erdene.com
Please login to post a reply
Like Erdene Gold ? Then you might also be interested in UC Resources Ltd.
Forgot your username or password?
Recover it here
Not a member yet?
Register
You can now log in to Agoracom using your existing Facebook account. Click below to log in automatically.
