Nevsun Resources Ltd. (TSX:NSU) (NYSE MKT:NSU) and Reservoir Minerals Inc. (TSX-V:RMC) today announced that they have entered into a definitive agreement to combine their respective companies. The combination creates a diversified mid-tier base metals company with a cash producing operating asset in Bisha, a high grade open pit copper-zinc mine, and 100% ownership in the upper zone of the Timok Copper Project in Serbia a high grade copper and gold development project. The combined company will be well funded with Nevsun’s existing strong balance sheet and operating cash flow and positioned to deliver value via Nevsun’s highly successful development team.
Under the terms of the arrangement agreement announced today, Nevsun has agreed to acquire all of the outstanding common shares, and restricted share units of Reservoir on the basis of two (2) common shares and $0.001 in cash for each Reservoir common share pursuant to a Plan of Arrangement under the British Columbia Business Corporations Act for a total value of approximately US$365 million. Based on the closing price of Nevsun common shares on April 22, 2016, the consideration represents a premium of 35% to Reservoir’s 20-day volume weighted average price. The transaction will allow both Reservoir and Nevsun shareholders to participate in the ongoing cash flow generation of the Bisha mine, the growth potential of the Timok Copper Project, and significant exploration potential at both Bisha and Timok. Upon completion of the arrangement, current Nevsun shareholders will own approximately 67% of the combined company and current Reservoir shareholders will own the remaining 33%.
Concurrently, the two companies have also entered into a funding transaction comprised of a private placement for 19.99% of Reservoir’s outstanding common shares and a loan transaction. Nevsun has subscribed for 12,174,928 common shares of Reservoir at a price of C$9.40 per share, for a total subscription price of CAD$114,444,323 (US$90,296,571), increasing Reservoir’s total shares outstanding to 60,905,093, and provided an unsecured cash loan of US$44,703,429 to Reservoir. The combined funding transaction provides US$135,000,000 in financing to enable Global Reservoir Mineral (BVI) Inc. a wholly owned subsidiary of Reservoir to exercise its right of first offer in respect of its joint venture with Freeport International Holdings (BVI) Inc. in the Timok Copper Project. Upon Global Reservoir closing the exercise of the ROFO, Global Reservoir will have a 100% interest in the Upper Zone and a 60.4% interest in the lower zone of the Timok Copper Project under two joint venture agreements with Freeport and will become the operator of the project. Freeport may increase its ownership in the Lower Zone to 54% under the terms of the original Timok JV agreement, with Global Reservoir holding the remaining 46%. Upon completion of the combination, Global Reservoir will be a wholly owned subsidiary of the combined company.
“This transaction diversifies Nevsun’s asset base, putting our cash balance to work in a strategic and high return investment that will deliver significant value to our shareholders,” said Mr. Cliff Davis, Nevsun’s President and Chief Executive Officer. “The Upper Zone, with its high grade copper-gold resource and nearby infrastructure in a mining friendly jurisdiction, adds significant growth to Nevsun. With ongoing cash flow generation from our Bisha mine, we have the financial strength and proven technical ability to move the Timok project forward in a timely manner. We look forward to working with all stakeholders and Timok’s highly capable partner in bringing the project into production.”
“This is an excellent outcome for Reservoir and its shareholders, delivering premium value, and most importantly will expedite the development of the Timok Copper-Gold Project to the benefit of all stakeholders,” said Dr. Simon Ingram, Reservoir’s President and Chief Executive Officer. “Reservoir’s Board of Directors determined that this transaction is the best funding alternative for our shareholders to fund the Timok ROFO. Nevsun is a proven mine developer with the technical experience and strong balance sheet to enable Timok development. Reservoir shareholders retain exposure to the development potential of Timok and also gain exposure to the operating Bisha mine’s cash flow and additional exploration potential. The combined company will be in a strong position to efficiently advance the Timok project to production.”
Benefits to Reservoir Shareholders
Benefits to Nevsun Shareholders
About the Timok Project Joint Venture
The Timok project represents four exploration permits in the highly prospective Timok Magmatic Complex in eastern Serbia, near the world class Bor and Majdenpek mines. The Timok project centres on the Cukaru Peki deposit, which includes the Upper Zone (characterized by massive and semi-massive sulphide mineralization) and the Lower Zone (characterized by porphyry-style mineralization). Refer to Reservoir’s April 19, 2016 news release announcing the results of the Preliminary Economic Assessment on the Timok JV Project and Cukaru Peki deposit. The Timok project is a joint venture with Freeport governed by a joint venture shareholders agreement.
Freeport is currently the Timok Project operator and is fully funding the project. Following exercise of the ROFO, Global Reservoir will be appointed the operator until completion of the combination and until the occurrence of certain events, will advance the development of both the Upper Zone and the Lower Zone in accordance with approved budgets and work programs. Global Reservoir will have the sole right to propose budgets and work programs relating to the Upper Zone and for certain agreed Lower Zone work, and Freeport will have the sole right to propose budgets and work programs relating to the Lower Zone, subject to specified exceptions. Until the delivery of a feasibility study, Global Reservoir will fund 100% of the Upper Zone development costs, as well as US$20 million of agreed Lower Zone work. Global Reservoir and Freeport will fund 28% and 72% of all other Lower Zone development costs, respectively.
Additional Transaction Details
The directors and management of both Nevsun and Reservoir have entered into agreements pursuant to which they have committed to vote their respective common shares, in favour of the arrangement. In addition, Nevsun, following completion of its subscription for Reservoir common shares will own 19.99% of Reservoir’s outstanding common shares.
Major shareholders of Nevsun have expressed support for the transaction.
The arrangement has been unanimously approved by the Boards of Directors of both Reservoir and Nevsun.
The Boards of both Nevsun and Reservoir have received fairness opinions from independent financial advisors, and recommend their respective shareholders vote in favour of the arrangement.
The implementation of the arrangement is subject to certain customary closing conditions, including the approval of two-thirds of the votes cast by Reservoir’s common shareholders and option holders at a special meeting, approval by a majority of votes cast by Nevsun shareholders at a special meeting, approval of the TSX Venture Exchange, the Toronto Stock Exchange and the New York Stock Exchange and court approval. Completion of the arrangement is also conditional on the successful exercise by Global Reservoir of its ROFO in respect of the original Timok joint venture agreement.
Post closing, the Nevsun Board will include two directors from Reservoir. The arrangement is expected to close late in the second quarter of 2016.
The terms and conditions of the arrangement will be disclosed in a further detail in an information circular to be mailed to Reservoir shareholders in advance of the special meeting of Reservoir common shareholders to approve the arrangement. A copy of the arrangement agreement, the information circular and related documents will be filed with the Canadian securities regulatory authorities and will be available under Reservoir’s profile at www.sedar.com.
Scotia Capital Inc. is acting as financial advisor to Nevsun and has provided a fairness opinion to the board of directors of Nevsun that the arrangement is fair from a financial point of view to Nevsun shareholders. Stikeman Elliott LLP is acting as legal advisor to Nevsun and Gibson, Dunn & Crutcher LLP is advising Nevsun with respect to U.S. securities matters. Canaccord Genuity and Natural Resources Global Capital Partners are acting as financial advisor to Reservoir and Canaccord Genuity has provided a fairness opinion to the board of directors of Reservoir that the arrangement is fair from a financial point of view to Reservoir shareholders. Blake, Cassels & Graydon LLP is acting as legal advisor to Reservoir.
About Nevsun Resources Ltd.
Nevsun Resources Ltd. is the 60% owner of the high grade Bisha Mine in Eritrea. Bisha has over 9 years of reserve life, generating revenue from both copper and zinc concentrates containing gold and silver by-products. Nevsun has a strong balance sheet with over US$400 million in cash, no debt and pays a peer leading quarterly dividend. Nevsun is well positioned to grow shareholder value through exploration at Bisha and acquisition of additional mining assets.
About Reservoir Minerals Inc.
Reservoir Minerals Inc. is an international mineral exploration and development company run by an experienced technical and management team, with a portfolio of precious and base metal exploration properties in Europe and Africa. The Company operates an exploration partnership business model to leverage its expertise through to discovery.
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