Hana Mining Ltd. and Cupric Canyon Capital LP say they have entered into a definitive agreement pursuant to which Cupric has agreed to acquire all of the issued and outstanding common shares of Hana (other than the Hana Shares it currently owns) by way of a statutory Plan of Arrangement under the Business Corporations Act (British Columbia).
The management of Cupric is comprised of experienced mining professionals in the copper industry specializing in exploration, development, and operations, and Cupric is supported by the Barclays Natural Resource Investments division of Barclays Bank PLC.
Under the Arrangement, shareholders of Hana will receive C$0.82 in cash for each common share of Hana, representing a premium of approximately 88% to the 20-day volume weighted average price of the Hana Shares on the TSX Venture Exchange as of October 23, 2012.
The total consideration payable to Hana shareholders is approximately C$67 million and the Arrangement values Hana’s equity at approximately C$82 million. Cupric has advised that it has completed all technical, legal, and financial due diligence and has adequate financial resources to complete the all-cash transaction. Upon closing of the transaction, Cupric intends to advance the Ghanzi project through the design, construction and operational phases of its development.
Hana’s Board of Directors, after consultation with the Company’s financial and legal advisors, and based on the recommendation of an independent committee of the Company’s Board of Directors, has unanimously determined that the Arrangement is fair to Hana’s shareholders, other than Cupric, and will recommend that Hana’s shareholders vote in favour of the Arrangement.
Scotia Capital Inc., acting as financial advisor to the Company and its Board of Directors, has provided an opinion that, based upon and subject to the assumptions, limitations, and qualifications in such opinion, the consideration to be received by Hana’s shareholders is fair, from a financial point of view, to Hana shareholders.
All of the executive officers and directors of Hana as well as Hana’s largest shareholder Pala Investments Limited, which owns 19,413,800 Hana Shares or approximately 19.5% of the Hana Shares, have entered into lock-up and support agreements with Cupric under which they have agreed to vote in favour of the Arrangement.
The Arrangement Agreement is subject to customary representations, warranties and covenants of each of Hana and Cupric. In addition, Hana has agreed that it will not solicit or initiate discussions concerning the pursuit of any other acquisition proposals except in respect of unsolicited proposals that the Hana Board of Directors in good faith determines could reasonably be expected to result in a superior proposal. In the event of a superior proposal, Cupric has the right to either match such superior proposal or receive a customary termination fee.
The terms and conditions of the Arrangement will be summarized in the Company’s management information circular which will be filed and mailed to Hana’s shareholders in November 2012. Shareholders will be asked to approve the Arrangement at a meeting to be held in January 2013.
The Arrangement will be subject, among other things, to (i) the approval of at least 66 2/3% of the votes cast by Hana shareholders on the basis of one vote per Hana Share, (ii) the approval of at least 66 2/3% of the votes cast by Hana shareholders and Hana optionholders voting together as one class on the basis of one vote per Hana Share or Hana option, and (iii) the approval of a simple majority of the votes cast by Hana shareholders, excluding certain votes outlined in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, at a special meeting to be called to consider the Arrangement.
The Arrangement will also be subject to the approval of the TSX Venture Exchange and the Supreme Court of British Columbia. In addition, the Arrangement will be subject to certain customary conditions and relevant regulatory approvals, including the extension of validity of certain of Hana’s prospecting licenses by the government of Botswana. The transaction is expected to close in mid-January 2013.
Cupric currently owns 18,459,310 Hana Shares, or approximately 18.6% of the issued and outstanding Hana Shares on a fully diluted basis. Following completion of the Arrangement, Cupric will own 99,493,597 Hana Shares, or 100% of the issued and outstanding Hana Shares.
The Company has been exclusively engaged in mineral exploration activity in Botswana since mid-2007, specifically targeting discovery of precious and base metals.
The Company has a controlling interest in Hana Ghanzi Copper (Pty) Ltd. (formerly Stellent (Proprietary) Ltd.) who in turn controls 5 prospecting license blocks in Botswana, covering 2,149 square kilometers in area, situated south of the town of Maun. The Company’s single exploration project, the Ghanzi Copper-Silver Project, is located on this license area.
