Morien Completes Restructuring to Substantially Reduce Small and Odd-Lot Shareholders
June 15, 2015 – Halifax, Nova Scotia – Morien Resources Corp. (“Morien” or the “Company”) (TSXV:MOX), is pleased to announce it has completed its previously announced share capital reorganization resulting in the cancellation of approximately 327,000 common shares held by a total of approximately 1,250 shareholders who each held less than 1,000 common shares (see Morien news release of May 7, 2015) (“Share Capital Amendment”). Shareholders holding 1,000 or more common shares have not been affected by the Share Capital Amendment and will continue to hold the same number of common shares.
The large number of small and odd-lot shareholders represented approximately 0.6% of the Company’s total shares outstanding, and mainly resulted from previous business combinations of predecessor companies. The effect of the Share Capital Amendment was to provide these shareholders with cash representing the value of their holdings without cost or commission and to eliminate the high costs being incurred by the Company to maintain these shareholdings through the dissemination of interim statements, annual statements and associated continuous disclosure materials to these small shareholders.
Morien shareholders who held fewer than 1,000 common shares prior to the date of this news release are now entitled to receive cash consideration for their common shares priced at $0.25 per share, equal to the volume weighted average trading price per share on the TSX-V for the last five trading days.
Shareholders will be required to take the specific actions as set out below.
Non-registered shareholders (shareholders whose shares are registered with an intermediary such as a bank, trust company, securities dealer, securities broker, or a clearing agency) and holding 1,000 or more common shares will not be affected by the Share Capital Amendment and will continue to hold the same number of common shares. These shareholders do not need to take any action.
Non-registered shareholders holding fewer than 1,000 common shares also do not need to take any action. The intermediary or the clearing agency, as the case may be, will take the appropriate steps and arrange for collection of any cash consideration.
Registered shareholders (shareholders whose shares are registered in their name) are required to send their share certificates and a Letter of Transmittal to Computershare Investor Services Inc. to receive cash consideration (for holders of fewer than 1,000 shares) or replacement certificates bearing a new CUSIP number (for holders of 1,000 or more shares). A copy of the Letter of Transmittal (with instructions) was sent with the materials for the AGM and will be filed on SEDAR.
Morien is a Canadian mining exploration and development company, focussed on unique mineral industry opportunities in North America with current interests in:
Donkin Coal Project: On March 2, 2015 Morien announced the closing of a transaction with Kameron Collieries ULC (“Kameron”), an affiliate of The Cline Group LLC, whereby Morien exchanged its 25% working interest in the Donkin Coal Project (“Donkin”) for cash and a production royalty. Under the terms of the transaction, Morien owns a gross production royalty of 2% on the first 500,000 tonnes of coal sales per quarter and 4% on any coal sales from quarterly tonnage above 500,000 tonnes. Morien received a milestone payment on closing of $2 million, and is entitled to receive an additional $2 million on the earlier of first production or the 2nd anniversary of closing, and an additional $1.5 million on the earlier of first export sales or the 3rd anniversary of closing. Donkin will be operated by, or under the direction of, Kameron. Donkin is fully permitted, including approval for construction of an on-site barge-loading facility to access deep tidewater. Kameron is in the process of dewatering the access tunnels to the target coal seam with completion anticipated in late spring, early summer. Kameron is also clearing the right-of-way for a high-voltage transmission line into the project site, and negotiating with local power utility, Nova Scotia Power Inc., for a coal off-take agreement.
Black Point Aggregate Project: Vulcan Materials Company, the United State’s largest producer of construction aggregates, purchased Morien’s rights to the Black Point Aggregate Project (“Project”) in Q2 2014 and is currently permitting the Project for eventual production within the 2018 to 2020 period. Morien has an industry competitive royalty for the life-of-mine, which is expected to continue for over 50 years. Morien received a $1 million payment from Vulcan on signing, and is entitled to receive an additional payment of $800,000 on the successful environmental permitting of the Project, anticipated in Q1 2016. Morien and Vulcan are working jointly towards the successful completion of the Environmental Assessment process.
Banks Island Gold Project: Morien holds a 1.5% Net Smelter Return Royalty over the marketable metal, ores, minerals and concentrates produced and shipped from a 1,987 hectare area within the producing Yellow Giant gold property, owned and operated by Banks Island Gold Ltd., located 105 kilometres south of Prince Rupert, British Columbia.
U.S.A. Industrial Mineral Interests: Morien holds various direct and indirect interests in industrial mineral properties in the United States.
Morien has 58,247,738 issued and outstanding common shares and a fully diluted position of 63,724,465. Further information is available at www.MorienRes.com.
Some of the statements in this news release may constitute “forward-looking information” as defined under applicable securities laws. These statements reflect Morien’s current expectations of future revenues and business prospects and opportunities and are based on information currently available to Morien. Morien cautions that actual performance will be affected by a number of factors, many of which are beyond its control, and that future events and results may vary substantially from what Morien currently foresees. Factors that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties described in Morien’s annual information form filed with the Canadian Securities regulators on SEDAR (www.sedar.com). Morien cautions that its royalty revenue will be based on production by third party property owners and operators who will be responsible for determining the manner and timing for the properties forming part of Morien’s royalty portfolio. These third party owners and operators are also subject to risk factors that could cause actual results to differ materially from those predicted herein including: volatility in financial markets or general economic conditions; capital requirements and the need for additional financing; fluctuations in the rates of exchange for the currencies of Canada and the United States; prices for commodities including gold, coal and aggregate; unanticipated changes in production, mineral reserves and mineral resources, metallurgical recoveries and/or exploration results; changes in regulations and unpredictable political or economic developments; loss of key personnel; labour disputes; and ineffective title to mineral claims or property. There are other business risks and hazards associated with mineral exploration, development and mining. Although Morien believes that the forward-looking information contained herein is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Morien expressly disclaims any intention or obligation to update or revise any forward-looking information in this news release, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
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.
For more information, please contact:
John P.A. Budreski, President and CEO
Phone: (416) 930-0914
Dawson Brisco, P.Geo, Manager Corporate Development
Phone: (902) 466-7255