Business
Altiplano Announces Proposed Acquisition of Demetra Minerals Inc.
VANCOUVER, BC / ACCESSWIRE / August 24, 2015 / Altiplano Minerals Ltd. (TSXV: APN) (" APN " ...
About this update from Altiplano Metals Inc.
[{"type":"text","content":"Altiplano Announces Proposed Acquisition of Demetra Minerals Inc.VANCOUVER, BC / ACCESSWIRE / August 24, 2015 / Altiplano Minerals Ltd. (TSXV: APN) (\"APN\" or the \"Company\") announces that it has entered into a binding arm's length letter agreement (the \"Agreement\") to acquire all of the issued and outstanding shares of Demetra Minerals Inc. (\"DMI\"). DMI is incorporated under the laws of British Columbia, and beneficially owns all of the shares of Demetra Minerals S.A. (\"DSA\"), an Argentina corporation, which holds a mining lease for a gypsum (calcium sulphate) deposit known as the Ana Sofia property, located in Santiago del Estero Province, approximately 54 km from Santiago City and approximately 1,100 km northwest from Buenos Aires (the \"Property\"). DMI has no material debt, and only trade creditors in the ordinary course of business.\nThe Agreement provides for the Company (or alternatively, DMI) to raise up to $2 million prior to the Acquisition, pursuant to private placement financings of debt or equity, or some combination of both (the \"Financings\"). The Company will then advance of up to $1.5 million to DMI with interest at 12% per annum (the \"Facility\"), upon typical commercial security arrangements. It is anticipated that the Facility will provide the required project funding to permit the ongoing development of the Property.\nPursuant to the Agreement, the Company intends to acquire all of the issued and outstanding shares of DMI (the \"Acquisition\") by way of an amalgamation of DMI with a new BC subsidiary of the Company (yet to be incorporated), in exchange for new shares of the Company. DMI currently has 40,031,556 common shares issued and outstanding. Prior to the Acquisition, DMI will undergo a 2:1 share consolidation and 8,400,000 post-consolidation shares held by principals of DMI will be converted into special warrants of DMI with performance thresholds based on future earnings. The post-consolidation shares of DMI and issued special warrants will then be exchanged for shares and special warrants of the Company on a one-for-one basis (i.e., about 11.6 million shares of APN, plus 8.4 million special warrants of APN). The special warrants of the Company will permit the conversion into shares of APN of: (i) 25% of the original number of special warrants when the Property has achieved the first ship...