Altiplano Minerals (APN-V) Aug 24, '15 announces that it has entered into a binding arm’s length letter agreement to acquire all of the issued and outstanding shares of Demetra Minerals Inc. DMI is incorporated under the laws of British Columbia, and beneficially owns all of the shares of Demetra Minerals S.A., 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. DMI has no material debt, and only trade creditors in the ordinary course of business.
The 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 Company will then advance of up to $1.5 million to DMI with interest at 12% per annum, 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.
Pursuant 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 shipment of calcium sulphate; (ii) another 25% of the original number of special warrants when total cumulative revenues of the Company are $5 million; (iii) another 25% of the original number of special warrants when total cumulative revenues of the Company are $10 million (including the initial $5 million in revenues); and (iv) the final 25% of the original number of special warrants when total cumulative revenues of the Company are $20 million (including the initial $10 million in revenues).
One principal of DMI, Gregg Jensen, will be appointed as a new director and the Chief Operating Officer of the Company, upon completion of the Acquisition.
The Acquisition is subject to the delivery of a satisfactory NI 43-101 report on the Property, audited financial statements of DMI, formal documentation, approval of the shareholders of DMI to the amalgamation, approval of the directors of the Company, and the acceptance of the TSX Venture Exchange, among other conditions. The Facility is subject to the completion of the Financings and the acceptance of the TSX Venture Exchange, among other conditions. There can be no assurance that the proposed Acquisition will be concluded.
About Altiplano
Altiplano Minerals Ltd. (APN: TSX-V) is a mineral exploration company focused on evaluating and acquiring projects with significant potential for advancement from discovery through to production, in Canada and abroad. Management has a substantial record of success in capitalizing opportunity, overcoming challenges and building shareholder value. Additional information concerning Altiplano can be found on its website at www.altiplanominerals.com.
ON BEHALF OF THE BOARD
/s/ "John Williamson"
President and CEO
Tel: (780) 437-6624
1280-885 West Georgia Street
Vancouver, BC, Canada V6C 3E8
Telephone: +1 604-681-8780
APN: TSX-V |
