Morien Closes $1 Million Private Placement at $0.30/Share
December 19, 2014 – Halifax, Nova Scotia – Morien Resources Corp. (“Morien” or the “Company”) (TSXV:MOX), is pleased to announce it has closed a private placement with Atlantic Royalty LLC (“Atlantic”), a subsidiary of The Cline Group, LLC, for 3.45 million common shares in the Company at $0.30 per share for gross proceeds of $1,035,000 (“Private Placement”). The Private Placement was priced at a 58% premium to the Company’s 10-day volume weighted average price at the time of signing the subscription agreement on December 12, 2014. The common shares issued pursuant to the Private Placement are subject to a four-month hold period. Morien, and its insiders, are at arm’s length with Atlantic, and there is no finder’s fee payable in connection with the Private Placement.
On December 12, 2014, Morien announced that it had entered into an agreement with Kameron Collieries ULC (“Kameron”), an affiliate of Atlantic and also a subsidiary of The Cline Group, to exchange its 25% working interest in the Donkin Coal Project (“Project”) in Cape Breton, Nova Scotia for $5.5 million in cash and a variable 2% to 4% production royalty on sales from the Project (“Transaction”) (click here to read Morien’s news release).
Morien intends to schedule a special meeting of shareholders in February 2015 to obtain the required approval for the Transaction, which is also subject to meeting the conditions of the conditional approval from the TSX Venture Exchange (“TSXV”). Closing is expected to occur in February 2015, following receipt of the shareholder approval, which will trigger Kameron’s first milestone payment to Morien of $2 million. The current management team, with its extensive mining and finance industry experience, combined with the Company’s strong cash position, intends to create further value for its shareholders by identifying, and investing strategically in, additional development opportunities in the resource sector.
Morien management believes the Transaction will significantly strengthen its financial capability and the Company will emerge from the Transaction with a diversified portfolio of advanced-stage to producing assets, all within Canada, designed to provide long-term cash flow to the Company. Morien’s directors have provided unanimous support for the Transaction and all of Morien’s directors and officers, who hold an aggregate of approximately 8% of Morien’s outstanding shares, entered into lock-up agreements in support of the Transaction.
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: Morien currently holds a 25% minority interest in one of the largest undeveloped coal deposits in North America, which is the subject matter of the proposed Transaction. The Project is fully permitted and is located within 30 kilometres of a deep water port in Sydney, Nova Scotia. Approximately $43 million has been invested in the Donkin Coal Project since 2006, including $15 million by Morien.
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 in Q2 2014 and is currently permitting the Project for eventual production within the 2018 to 2020 period. Morien received $1 million in payments 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 Q4 2015. Morien and Vulcan are working jointly towards the successful completion of the Environmental Assessment process. Morien has an industry competitive royalty for the life of mine which is expected to continue for over 50 years.
Banks Island Gold Project: Morien holds a 1.5% NSR Royalty over the marketable metal, ores, minerals and concentrates produced and shipped from a 1,987 hectare area within the Yellow Giant Gold property 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 59,942,248 issued and outstanding common shares and a fully diluted position of 65,658,975 after adjusting for the shares issued in the Private Placement. 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, Manager Corporate Development
Phone: (902) 466-7255