Deals



Tri-Star Resources Plc Proposed Acquisition of Portage Minerals Inc


Posted: 21st August 2013 08:35

Further to the announcement made on 6 August 2013 concerning the proposed acquisition by Tri-Star Resources of Portage Minerals Inc. ("Portage") (the "Acquisition") pursuant to the amalgamation agreement entered into by the Company, its wholly owned subsidiary, Tri-Star Antimony Canada Inc. ("Tri-Star Canada") and Portage (the "Amalgamation Agreement"), the Company announces that Portage yesterday posted to its shareholders an information circular (the "Circular") containing certain information on Portage, Tri-Star Resources and the Acquisition.  The Circular has also been filed today on the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") under Portage's profile at www.sedar.com.
 
In connection with the Acquisition, an independent report has been prepared on Tri-Star Resources' Goynuk mine in Turkey in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects by Allan P. Juhas, entitled "Technical report on the Goynuk Mine and Vicinity, Gedez Municipality, Kutahya Province, Turkey" (the "Goynuk Report").  The Goynuk Report has also been filed under Portage's profile on SEDAR.  As summarised in the Circular, the Goynuk Report states that there is insufficient geological and lateral grade continuity of mineralization apparent in the drillhole assay data and insufficient confidence in the representativeness of the old mine workings to classify the mineralisation as a NI 43-101 compliant mineral resource estimate.  The Goynuk deposit is therefore categorised as an exploration target.
 
The Circular and the Goynuk Report will be available on Tri-Star Resources' website at www.tri-starresources.com.
 
The Circular contains notice of the annual and special meeting of Portage shareholders to be held on 12 September 2013 at 10.00 a.m. (3.00 p.m. London time) ("Portage Meeting") to approve, among other things, the Acquisition.
 
Prior to the date of the Portage Meeting, Portage is required to file on SEDAR an addendum to the Circular, which will be available on Tri-Star Resources' website at that time,  containing: (i) the unaudited interim results of Tri-Star Resources as at and for the six month period ended 30 June 2013 (the "Interim Results"); (ii) the Management Discussion & Analysis under Form 51-102F1 in respect of the Interim Results; and (iii) pro-forma financial statements of Tri-Star Resources giving effect to the Acquisition as if it had occurred as at 30 June 2013 and for the period ended 30 June.
 
Further, the Company announces that it has entered into an agreement dated 20 August 2013 (the "Amending Agreement") which amends the Amalgamation Agreement.  The Amending Agreement amends the Amalgamation Agreement to: (i) remove the obligation of Portage to pay a break fee of CDN$500,000 (GBP320,000) in the event the Portage shareholders do not approve the Acquisition and replace it with the obligation of Portage to pay the transaction costs of Tri-Star Resources and Tri-Star Canada to a maximum of CDN$300,000 (GBP192,000); and (ii) correct the number of Portage common shares disclosed as being issuable under a prospecting agreement with William Carter.  Under the agreement with William Carter, Portage is to issue 588,000 Portage shares, which equates to 4.2 million ordinary shares of Tri-Star Resources pursuant to the Amalgamation Agreement (which have a value (based on the closing mid-market price of Tri-Star Resources ordinary shares on 19 August 2013) of GBP12,600), if the Bald Hill asset is brought to the point of production.  A copy of the Amalgamation Agreement and the Amending Agreement are available on Portage's SEDAR profile.
 
The Acquisition is conditional, inter alia, on approval by a two thirds majority of Portage shareholders voting at the Portage Meeting.  Completion of the Acquisition and admission to trading on AIM of Tri-Star Resources' new ordinary shares, to be issued, inter alia, as consideration for the Acquisition as detailed in the announcement made on 6 August 2013, is expected to take place on or around 18 September 2013.

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