Prima Fluorspar Corp. (TSX-V:PF) (“Prima” or the “Company”) is pleased to announce that on August 30, 2013 it entered into a non-binding letter of intent with three funds managed by affiliates of New York-based Firebird Management LLC (“Firebird”), to negotiate the purchase of holding companies through which Firebird controls it 99.8% ownership stake in BerkhUul JSC (Mongolian Stock Exchange: BEU; Bloomberg code: BEU MO; “BerkhUul”), which owns the high grade, large resource Delgerkhan fluorspar mine (“Delgerkhan”) in the Khentii Province of Mongolia. The transaction, which will be at arm’s length, assuming that final terms are agreed to by both parties, the execution of binding agreements, and that all conditions precedent to closing are met, would result in Firebird acquiring a controlling stake in Prima, which would emerge as a significant fluorspar company with a diversified portfolio of fluorspar assets. The transaction will be considered a reverse takeover (RTO) of Prima by Firebird, and will result in Prima’s stock being halted from trading until TSX Venture Exchange conditions have been met.
- Historic high grade fluorspar asset with an indicated resourceof 6.6 million tonnes @ 33.7% CaF(2) and an inferred resourceof 3 million tonnes @ 33.7% CaF(2);
- China, BerkhUul’s target market is expected to be a net importer of fluorspar which will support attractive long termfluorspar market fundamentals;
- Prima’s 100%-owned Liard Fluorspar Property (“Liard”) a development property in British Columbia, Canada provides geographic diversification while maintaining pure-playfluorspar exposure; and
- Experienced management team and strong industry partnershipsset to drive rapid process execution.
The transaction will be subject to various conditions, including but not limited to:
- Indicative valuations being performed on each of the BerkhUulproject and Prima, and Prima to issue shares for the BerkhUul fluorspar assets; the terms and agreements of each are to benegotiated;
- Prima required to raise a minimum of $6,000,000 in financing for the BerkhUul project;
- Prima shareholders to approve transaction before closing; and,
- TSX-V Exchange approval.
President and CEO of Prima, Robert Bick commented, “As a result of a disciplined sourcing approach, we identified the BerkhUul as an ideal acquisition target. This transaction provides the potential for Prima to become a near-term producer. The consolidation of the Delgerkhan mine in Mongolia with our Liard Fluorspar Property in Canada will position Prima as a potential global fluorspar producer and supplier.”
Firebird Management LLC
BerkhUul is super-majority owned by affiliates of Firebird Management LLC, a New York-based, SEC-registered private American company that manages four private funds dedicated to investment in equities of publicly traded companies operating in Russia and early stage Eastern European countries, as well as two global portfolio equity funds and two funds dedicated to local Mongolian securities.
The net cumulative return for the Firebird Fund since inception in 1994 is 4,543% and a net cumulative return since inception in 1996 of 2,357% for the Firebird New Russia Fund.
BerkhUul is a Mongolian-based fluorspar resource company established in 1954 with six mining licenses in jurisdictions displaying a significant presence of fluorspar. The most prolific is the Delgerkhan mine which was actively mined from the early 1980?s to 2008. A technical report resource estimation prepared by Micromine Proprietary Limited (“Micromine”) completed in August 2012, which stated that it was prepared in compliance with NI 43-101, reported an indicated resource of 6.6 million tonnes @ 33.7% CaF(2) and an inferred resource of 3 million tonnes @ 33.7% CaF(2.)
BerkhUul has been listed on the Mongolian Stock Exchange (“MSE”) since 2006 under the symbol BEU. Firebird acquired a controlling stake in BerkhUul in 2011.
Reopening the Delgerkhan Mine
The Delgerkhan mine is currently being prepared to reopen with initial production expected in 2014 with annual production targeted at approximately 120,000 tonnes. Relative to other fluorspar assets, and based on historical data, Delgerkhan has the potential to be one of the highest grade producing fluorspar mines in the world. Upon completion of this acquisition Prima is positioned to be a significant fluorspar producer. In addition to reopening the Delgerkhan Mine, Prima will continue to advance development of its flagship Canadian asset, the Liard Fluorspar Property.
Historical Data Regarding the Delgerkhan Fluorspar Mine: The Micromine technical report is very recent and no additional work has been done on the BerkhUul properties since the completion of the report. We therefore consider that the report is very reliable and very relevant. However, as the report was not prepared for Prima, it is required under NI 43-101 to be updated and until then, we are not treating the historical estimate as current mineral resources or mineral reserves.
Non-Brokered Private Placement for Liard Fluorspar Project
Prima has arranged a non-brokered private placement financing of up to10,000,000 Units (the “Units”) of the Company at a price of $0.10 per Unit for gross proceeds of $1,000,000. Each Unit will consist of one common share and one common share purchase warrant (“Warrant”). Each Warrant will be exercisable into one common share at $0.15 for a period of 24 months from closing.
The Company also announces a private placement financing of up to 8,333,333 flow-through units (the “FT Units”) of the Company at a price of $0.12 per FT Unit for gross proceeds of $1,000,000. Each FT Unit will consist of one flow-through common share and one half non flow-through common share purchase warrant. Each whole warrant, (a “Warrant”) will be exercisable into one common share at $0.18 for a period of 12 months from closing.
Proceeds from the private placements will be used to conduct exploration on the Company’s Liard Fluorspar property and for general working capital.
The private placements remain subject to the final acceptance of the TSX Venture Exchange (the “TSXv”). Finder’s fees may be payable in accordance with the policies of the TSXv. The securities issued will be subject to a four-month hold period.
In conjunction with the proposed transaction, Prima has agreed to the issuance of 200,000 stock options to a metallurgist and mining engineer that has been engaged to assist in the completion of due diligence on the Delgerkhan property. The stock options have an exercise price of $0.10, vest on December 20, 2013 and expire on August 20, 2018.
Fluorspar is the commercial name for fluorite (CaF(2)). It is an industrial material that is primarily used in the production of hydrofluoric acid, fluorocarbons, (aerosols, refrigerants etc.), fluoropolymers (Teflon), aluminum smelting, steel production, and the refinement of petroleum, uranium and concrete.
The worldwide market for fluorspar is estimated at $2.4 billion. China is currently the global leader in fluorspar production and consumption. However, China has been steadily decreasing its exports of fluorspar leaving the global supply constrained. Europe and the US Department of Defence have designated fluorspar as a strategic commodity due to projected long term supply shortfalls, which have created an attractive opportunity for new entrants in the industry to fill the deficit.
Highlights about Prima’s Liard Fluorspar Property
Liard has the potential to become a major supplier of Fluorspar to the USA and Canada, both strategic markets for Fluorspar with limited access to supply.
There are currently no commercial fluorspar producers in Canada or the United States. Furthermore, there are no other fluorspar companies with near term cash flow in Canada or United States.
- 3.2 million tonnes at an average grade of 32% fluorspar;Mineralization at surface, quarry mining potential;
- 30 km strike length;
- Metallurgical Testing: 97% CaF(2);
- 22,500 ha (55,000 acres), 100%-owned claims; and
- Easy access, on the Alaska Highway in British Columbia
Historical Data Regarding the Liard Fluorspar Property
Prima Fluorspar Corp. has not undertaken an independent verification to classify the historic resource estimate quoted from a Mineral Potential Compilation Report for the BC Department of Economic Development, written by Wright Engineers Limited and H.N. Halvorson Consultants Ltd., in January 17, 1975 as a current mineral resource. Neither has Prima independently verified the results of the previous exploration work. Therefore, the historical mineral resource should not be relied upon, but the issuer believes the information to be relevant and reasonably reliable. An unknown quantity of the3.2 million tonnes is on mineral claims outside of the current Liard Fluorspar Property. However, based on the information available, the majority of the estimate is based on the deposits located on Prima’s Liard Fluorspar Property.
The key assumptions, parameters and methods of the resource estimate are unknown at this time. New deposit definition drilling is needed to develop a current resource estimate on the property. Prima believes that these historical mineral resources provide a conceptual indication of the potential of the property and are relevant to ongoing exploration.
Prima is positioned to become a major global fluorspar producer and supplier through development and acquisition of leading fluorspar assets. With the completion of the BerkhUul acquisition Prima will be the only publically traded Fluorspar Company in Canada or United States with near term cash flow potential.
Jacob Securities Inc. is acting as financial advisor to Prima on the transaction and Clark Wilson LLP is acting as legal counsel to Prima.
Jacob Securities Inc. subject to completion of satisfactory due diligence, has agreed to act as sponsor to Prima in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Prima Resources Corp. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neil McCallum, P.Geo., is the qualified person who approved the technical disclosure in this news release.
ON BEHALF OF THE BOARD
PRIMA RESOURCES CORP.
Robert Bick, President and CEO
Disclaimer for Forward-Looking Statements
Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as “expects”, “intends”, “plans”, “may”, “could”, “should”, “anticipates”, “likely”, “believes” and words of similar import also identify forward-looking statements. Forward-looking statements in this news release include statements about the possible acquisition of the BerkhUul assets, the closing of two private placements, that Prima can become a major fluorspar producer and supplier. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company’s control. These risks and uncertainties include, among other things, that we may not be able to agree on terms with Firebird, that we may not be able to obtain regulatory or shareholder approval, that we may not be able to raise funds required, that conditions to closing may not be fulfilled, that the Delgerkhan Mine may not reopen because of regulatory or financing or other obstacles, the market price for fluorspar may make the resources uneconomic, and other risks associated with being a mineral exploration and development company. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements
SOURCE Prima Fluorspar Corp
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