MillenMin Ventures Inc. Announces Proposed Reverse Takeover Transaction Involving Acquisition of a 49% Interest in a Cuban Golf Resort Development

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

TORONTO, Jan. 27, 2017 /CNW/ - MillenMin Ventures Inc. (TSX-V:MVM) ("MillenMin") announces that it has entered into a binding letter agreement dated January 27, 2017 with Bellomonte Investments Company Limited ("BICL"), a Cayman Islands company, and with four other investors (the "Four Investors") to complete to a reverse takeover (the "Transaction") involving (1) a private placement offering (the "Control Placement") for common shares and subscription receipts with BICL and the Four Investors, which on completion will give BICL control of MillenMin, and (2) an acquisition of Bellomonte Limited ("BL"), a Cayman Islands company, that controls a 49% interest in Bellomonte S.A. ("Bellomonte"), a Cuban joint stock company that plans to construct, develop and operate a golf resort in Cuba (the "Vend-in Transaction").

Bellomonte

Currently, BL beneficially owns the 49% interest in Bellomonte.  Cubagolf S.A. ("Cubagolf"), a Cuban state-owned enterprise, holds the 51% interest in Bellomonte.  The total registered capital of Bellomonte is CUC54,861,176, of which CUC27,979,200 is to be contributed by Cubagolf through the injection of the parcel of land for the development of the golf resort (the "Site") and CUC26,881,976 is to be contributed by BL in cash.  Of the committed capital contribution of BL, CUC3,000,000 has been contributed by Beijing Enterprises Real Estate (HK) Limited ("BEREHK"), a British Virgin Islands company and a wholly-owned subsidiary of Beijing Enterprises Group Real-Estate Co., Ltd. ("BEGREC") (see "BICL, the New Control Person" below).  The outstanding capital contribution of CUC23,881,976 is expected be contributed by BL at a later date.  As part of the Vend-in Transaction, an advance of US$24 million will be made by shareholder's loan to BL, such shareholder's loan may be made by MillenMin or by BICL and then acquired by MillenMin, either way resulting in MillenMin as the creditor thereunder.  BL will hold these funds until the CUC23,881,976 is required to be contributed to Bellomonte.  It is anticipated that BL will only contribute these funds to Bellomonte when Cubagolf injects the Site for the Bellomonte development.  BICL will receive no premium or mark-up for transferring its interest in Bellomonte.  BICL and/or BEREHK will receive cash or MillenMin shares equal in value to the amount that BICL and/or BEREHK contributed to Bellomonte, dollar-for-dollar.

BL was incorporated in July 2016.  Save for the acquisition of the 49% equity interest in Bellomonte, BL has not incurred any material profit and loss items.  Based on the management accounts, the unaudited net assets of BL and Bellomonte amounted to approximately US$2,954,615 as at June 30, 2016.  The share of loss of approximately US$45,385 mainly represents the expenses incurred in the initial incorporation.

The Site is situated in Havana, the capital of Cuba, 26 kilometres away from the city centre.  The Site occupies an area of approximately 3,362,200 square metres (consisting of 2,392,200 square metres under a land use right of fifty years and 970,000 square metres of freehold land) with a plan to develop and operate a golf resort that will include hotels and resorts for rental purposes and high-end residential and commercial properties for sale purposes.  BICL plans to cooperate with an internationally known hotel group to develop and operate the golf resort project.

The funding of the Project will be financed by the registered capital (including future capital raises by BL), bank loans and sales proceed of properties.

After an embargo of a half-century, the United States of America officially restored diplomatic relationships with Cuba on July 20, 2015.  It is generally believed this change will create ample business opportunities to foreign investors and telecommunication and tourism industries are expected to benefit.  Presently, JetBlue Airways has established direct flights from New York to Havana.  Carnival Corp is about to launch a cruise line from Miami to Havana for travelling.  According to the statistics of American Society of Travel Agents, once the U.S. government lifts its ban on leisure travel to Cuba, there will be two million Americans making their way to Cuba each year.  So far, there is a shortage of quality hotels in Cuba.

Detailed disclosure on Bellomonte is expected to be set out in a Filing Statement to be filed with the TSX Venture Exchange and on SEDAR as part of the Vend-in Transaction phase.

BICL, the New Control Person

Prior to the completion of the Vend-in Transaction, the 49% interest in Bellomonte will be held by BEGREC in trust for BL.  Currently, BL is a wholly-owned subsidiary of BEREHK and if it completes a transfer of BL to BICL, such transfer would be subject to approvals by minority shareholders of its parent company, Beijing Properties (Holdings) Limited ("BPHL") and The Stock Exchange of Hong Kong.  BICL is itself a wholly-owned subsidiary of BPHL.  BEGREC is wholly-owned by the Beijing Enterprises Group Company Limited (the "BE Group"), which is the controlling shareholder of BPHL.  BPHL is 67% held, directly and indirectly, by the BE Group through BEGREC and other subsidiaries.  The BE Group is wholly-owned by the Beijing Municipal Government and is supervised by the Beijing State-Owned Assets Supervision and Administration Commission of the Beijing Municipality.  BPHL is a Bermuda company and listed on the Stock Exchange of Hong Kong Limited (stock code: 925) and is principally engaged in investment in, development and operation of logistics, commercial, residential and industrial properties, provision of logistics services, including leasing of warehouse facilities and provision of related management services.

The Transaction agreed to by the parties (1) does not involve any Related Party (as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), (2) is not a Related Party Transaction (as defined under MI 61-101 or the TSX Venture Exchange policies), and (3) constitutes an Arm's Length Transaction (as defined under the TSX Venture Exchange policies).

The Control Placement Phase

MillenMin has agreed to enter into an agreement with BICL and the Four Investors to complete: (1) a private placement of 37,630,000 common shares at a price of CAN$0.10 per share expected to be paid in United States currency for gross proceeds of US$2,854,000, and (2) a private placement of 309,399,162 subscription receipts (the "Subscription Receipts") at a price of CAN$0.10 per subscription receipt expected to be paid in United States currency for gross proceeds of US$23,465,997.  Each Subscription Receipt will be exchanged for one common share of MillenMin on completion of the Vend-in Transaction.  The prices for the shares and Subscription Receipts are expected to be paid in US currency based on an exchange rate of CAN$1:US$0.758437618.  All of the subscription proceeds from the private placement of Subscription Receipts will be held in escrow until all conditions precedent to completing the Vend-in Transaction have been satisfied, the common shares have been conditionally approved for listing on the TSX Venture Exchange, the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Vend-in Transaction and the private placement, and MillenMin is not in breach or default of any of its covenants or obligations under the private placement.  If such escrow release conditions are not satisfied by August 31, 2017, the subscription proceeds will be used to repurchase the Subscription Receipts for cancellation at a repurchase price per Subscription Receipt that is equal to the purchase price, as well, a pro rata share of any interest actually earned thereon (less any withholding tax required to be withheld) will be paid to the subscriber.

The reader should note that the common shares of MillenMin referenced in this news release are on a pre-consolidated basis, that is, prior to the four-for-one consolidation of the common shares that was approved by MillenMin's shareholders on June 21, 2016, but has not been implemented by the MillenMin board of directors.

On completion of the private placement of the common shares, BICL and the Four Investors will together hold approximately 70% of MillenMin.  BICL is expected to hold approximately 49% of MillenMin and become a "Control Person" and the Four Investors will each hold between 2.8% and 8.4% of MillenMin.  MillenMin also agrees to enter into investor rights agreements (the "Investor Rights Agreements") with each of BICL and the Four Investors as described below.  BICL and the Four Investors will also agree to support the Vend-in Transaction.

The Control Placement phase of the Transaction will involve the following:

  • Completing a private placement of 37,630,000 common shares at a price of CAN$0.10 per share expected to be paid in United States currency for gross proceeds of US$2,854,000;

  • Completing a private placement of 309,399,162 subscription receipts at a price of CAN$0.10 per subscription receipt expected to be paid in United States currency for gross proceeds of US$23,465,997; each subscription receipt will be exchanged for one common share of MillenMin on completion of the Vend-in Transaction phase of the Transaction;

  • Entering into an agreement with each of BICL and the Four Investors as to certain rights, which may include, without limitation, pre-emptive rights, director nomination rights, prospectus demand rights and information rights; it is expected that only BICL and one of the Four Investors will each have, but not until the size of the MillenMin board of directors has been increased to at least six members, the right to nominate directors; BICL would have the right to nominate four directors and one of the Four Investors would have the right to nominate one director;

  • Entering into an agreement for the Vend-in Transaction (the "Vend-in Agreement");
  • Obtaining greater than 50% majority shareholder approval by written consent for the Control Placement (which will create a new Control Person) based on a preliminary Filing Statement to be filed on SEDAR that will include disclosure with respect to the Control Placement and the agreement for the Vend-in Transaction. The preliminary Filing Statement will be supplemented subsequently at the Vend-in Transaction phase with a final Filing Statement to be filed on SEDAR that will include disclosure on the Vend-in Transaction;
  • Changing the MillenMin board of directors in which one or more of the current directors will be replaced by nominees approved by BICL. It is expected that such directors will resign and will be replaced with appointments by the board and an additional fifth director will also be appointed by the board;
  • Changing the MillenMin management in that the officers will be replaced by appointees approved by BICL;
  • If required by the TSX Venture Exchange, providing an undertaking to meet listing requirements within six months after the completion of the Control Placement;
  • If required by the TSX Venture Exchange, entering into a pooling or escrow agreement with each of MillenMin's directors, officers and insiders who hold common shares of MillenMin pursuant to which the trading of their respective MillenMin common shares will be restricted until completion of the Vend-in Agreement; and
  • If required by the TSX Venture Exchange, on completion of the Control Placement, entering into a pooling or escrow agreement with BICL and each of the Four Investors pursuant to which the trading of their respective MillenMin common shares will be restricted on the terms and conditions as required by the Exchange.

See "Additional Control Placement Phase Details" for further information on the Control Placement phase.

The Vend-in Transaction Phase

MillenMin has also agreed to enter into the Vend-in Agreement to acquire BL from either BICL or BEREHK, and thereby acquire the 49% interest in Bellomonte.  If BL has been transferred from BEREHK to BICL, then for the acquisition of BL, MillenMin would issue MillenMin common shares (at a price of CAN$0.10) valued at US$27 million to BICL for BICL's US$3 million equity in BL and the US$24 million shareholder's loan from BICL to BL.  Alternatively, if BL has not been transferred from BEREHK to BICL, then BICL would further invest in MillenMin common shares (at a price of CAN$0.10) valued at US$27 million, and for the acquisition of BL, MillenMin would pay US$3 million directly to BEREHK, and MillenMin would also advance US$24 million by shareholder's loan to BL.  On completion of the Vend-in Transaction, the Subscription Receipts will also be exchanged for common shares such that BICL and the Four Investors will together hold approximately 98% of MillenMin.  BICL will hold approximately 65% of MillenMin and the Four Investors will each hold between 3% and 11% of MillenMin.

As part of the Vend-in Transaction, based on the 49% joint venture interest in Bellomonte, MillenMin expects to apply to be listed as a Tier 1 issuer on the TSX Venture Exchange under the real estate industry segment.  Prior to completing the Control Placement, MillenMin will seek comfort from the TSX Venture Exchange that its proposed 49% joint venture interest is sufficient to constitute a "Significant Interest" in real property.

The Vend-in Transaction phase of the Transaction will involve the following:

  • Possibly continuing MillenMin from Canada to the Cayman Islands (or another offshore jurisdiction);
  • Possibly completing a share consolidation either on the basis of the four-for-one share consolidation that was approved by MillenMin's shareholders on June 21, 2016 or on the basis of a consolidation ratio to be determined and approved by MillenMin's shareholders;
  • Completing a name change of MillenMin to a name to be determined;
  • Obtaining shareholder approval at a shareholders' meeting for the possible continuation, the possible share consolidation, and the name change based on an information circular;
  • Obtaining greater than 50% majority shareholder approval by written consent for the Vend-in Transaction based on a final Filing Statement that will include disclosure on the Vend-in Transaction, as well as information concerning BL and the resulting issuer, with financial statements;
  • Subject to Exchange acceptance, completing the acquisition of the 49% joint venture interest in Bellomonte pursuant to the Vend-in Agreement;
  • Subject to the completion of the Vend-in Agreement, completing the automatic exchange of subscription receipts for common shares; and
  • If required by the TSX Venture Exchange, completing a brokered private placement of approximately CAN$1 million to address any issues relating to a "tight float".

See "Additional Vend-in Transaction Phase Details" for further information on the Vend-in Transaction phase.

The completion of the Transaction is subject to a number of conditions, including but not limited to, contractual conditions, TSX Venture Exchange acceptance and applicable shareholder approvals (including, but not limited to, for the Control Placement phase, approval of the shareholders of MillenMin, and for the Vend-in Transaction phase, if required for the transfer of BL to BICL, the approval of the minority shareholder of BPHL).  It is anticipated that the approval of the shareholders of MillenMin will be obtained by written consent, including from shareholders who have agreed to support the Transaction.  All elements of the Transaction cannot close until the required shareholder approvals and applicable regulatory approvals are obtained and contractual conditions are met or waived.  However, provided that MillenMin shareholder approval is obtained and the contractual conditions pertaining to the Control Placement have been satisfied, the Control Placement will close upon the receipt of TSX Venture Exchange acceptance of the Control Placement.  There can be no assurance that the entire Transaction will be completed as proposed or at all.

Additional Control Placement Phase Details

Share Capital of MillenMin

MillenMin currently has 16,100,000 common shares issued and outstanding.  MillenMin currently has no outstanding options to acquire common shares.  MillenMin currently has outstanding warrants held by MillenAsia Resource Inc. to acquire 1,500,000 common shares at an exercise price of CAN$0.40 per share with an expiry date of May 24, 2017.  It is expected that prior to the completion of the Control Placement, the outstanding warrants held by MillenAsia Resource Inc. will be cancelled.  After the Control Placement, MillenMin may possibly consolidate its shares either on the basis of the four-for-one consolidation basis that was approved by MillenMin's shareholders on June 21, 2016 or on the basis of a consolidation ratio to be determined and approved by MillenMin's shareholders.

Shareholders' Approval

To meet the shareholder approval requirement under the TSX Venture Exchange policies, MillenMin expects to obtain greater than 50% majority shareholder approval by written consent for the Control Placement (which will create a new Control Person).  MillenMin intends to prepare and file a preliminary Filing Statement that will include disclosure on the Control Placement and the agreement for the Vend-in Transaction.  The Filing Statement will be preliminary due to limited or incomplete information concerning BL and the resulting issuer being available at the time of the Control Placement.  The preliminary Filing Statement will be updated for the Vend-in Transaction phase to include prospectus level disclosure on the Vend-in Transaction.

Board of Directors

The board of directors of MillenMin currently consists of four members:  Dr. Yunkai (Kent) Cai, Mr. Peiwei Ni, Mr. John H. Paterson, and Mr. Shunyi Yao.  Upon completion of the Control Placement, the board of directors of MillenMin is expected to be reconstituted to comprise of five members consisting of current directors, Mr. Ni, Mr. Paterson and Mr. Yao, and new directors, Mr. Xu Qian and Mr. Kin Wai Siu, subject to the acceptance of the TSX Venture Exchange and Canadian securities regulations.  At least two of the proposed board members are expected to be independent directors and/or Canadian residents.  Both Mr. Qian and Mr. Siu are directors of BPHL, which is listed on The Stock Exchange of Hong Kong Limited.

Mr. Xu Qian is the Chairman, an executive directors and the Chief Executive Officer of BPHL since July 2009.  Mr. Qian is also the Chairman and an executive director of BEGREC.  Mr. Qian graduated from the Economics and Management Faculty of the Beijing Industrial University with a bachelor's degree in economics and has obtained his EMBA degree from Tsinghua University.  Mr. Qian has extensive experience in mergers and acquisitions, corporate restructuring and financial management.  Mr. Qian is also a director of Brilliant Bright Holdings Limited, which is a controlling shareholder of BPHL.

Mr. Kin Wai Siu is the President of BPHL and was previously the Chief Financial Officer, Chief Operating Officer and Company Secretary. Mr. Siu joined the BE Group in July 2009.  Mr. Siu graduated from the City University of Hong Kong with a bachelor's degree in accountancy and is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants and a member of the Institute of Chartered Accountants in England and Wales.  Mr. Siu has extensive experience in financial management and corporate advisory.  Mr. Siu is also a director of Brilliant Bright Holdings Limited, which is a controlling shareholder of BPHL and also serves as the Chief Financial Officer of Beijing Holdings Limited, which is an associate of BPHL.

Management

Upon completion of the Control Placement, management of MillenMin is expected to consist of Mr. Kin Wai Siu as Chief Executive Officer; Mr. Lee Cham Wan as Chief Financial Officer and Corporate Secretary; and others to be determined by BICL.  A majority of the proposed management is expected to be non-residents of Canada.  Both Mr. Siu and Mr. Wan are officers of BPHL, which is listed on The Stock Exchange of Hong Kong Limited.

Mr. Lee Cham Wan is the Chief Financial Officer of BPHL and was previously the Treasurer of BPHL since February 2014 and the Chief Financial Officer of China Logistics Infrastructures (Holdings) Limited, a subsidiary of BPHL, since October 2013.  Mr. Wan graduated from the Hong Kong Baptist College in 1983 with the Honours Diploma in Accounting and received a master's degree in Information Technology from the UK Coventry Polytechnic in 1988.  He is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.

Resale Restrictions

It is expected that, in connection with the Control Placement, the common shares, the subscription receipts and the common shares issuable under the subscription receipts of MillenMin will be exempt from registration and prospectus requirements under the accredited investor, minimum investment amount or other relevant exemptions under National Instrument 45-106 Prospectus and Registration Exemptions.

However, the common shares, the subscription receipts, and the common shares issuable under the subscription receipts will be restricted from trading until the date that is four months and a day after the distribution date of the common shares and subscription receipts.  Concurrently, the TSX Venture Exchange also imposes a concurrent four-month resale restriction on the common shares and subscription receipts issued to directors, officers and promoters of MillenMin and to persons holding securities carrying more than 10% of the voting rights attached to MillenMin's securities both immediately before and after the Control Placement, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of MillenMin (such persons include one of the Four Investors who, under an investor rights agreement, will have, not until the size of the MillenMin board of directors has been increased to at least six members, the right to nominate one director of MillenMin).

Investor Rights Agreement

Under the investor rights agreement, in addition to BICL and one of the Four Investors having, not until the size of the MillenMin board of directors has been increased to at least six members, the right to nominate directors of MillenMin (in which BICL would have the right to nominate four directors and one of the Four Investors would have the right to nominate one director), BICL and each of the Four Investors will also have pre-emptive rights, prospectus demand rights and information rights.  Each of the Four Investors has also agreed to a standstill and not purchase additional MillenMin shares or transfer MillenMin shares and to support the Vend-in Transaction.

Escrowed Shares

If required by the TSX Venture Exchange, on completion of the Control Placement, BICL and each of the Four Investors may need to enter into a pooling or escrow agreement pursuant to which the trading of their respective MillenMin common shares will be restricted on the terms and conditions as required by the Exchange.  Otherwise, as the pricing for the Control Placement is expected to be at a premium to the market price, none of the securities issued or issuable under the Control Placement and held by BICL and the Four Investors are expected to be placed in escrow.

Use of Proceeds

The net proceeds of the Control Placement will be used by MillenMin primarily in furtherance of the Vend-in Transaction.  The proposed use of proceeds is as follows: to repay the promissory note from BICL, CAN$125,000; to engage advisors (financial, legal and audit) for the Vend-in Transaction, CAN$500,000; to engage a professional firm for schematic designs of the golf resort, CAN$1,500,000; to pay operating and administrative expenses of the Canadian office, CAN$600,000; and to establish a Cuban representative office, CAN$300,000.  The operating and administrative expenses of the Canadian office is based on a cost of CAN$100,000 for six months before the completion of the Vend-in Transaction.  The costs relating to the establishment of the Cuban representative office includes general expenses as well as travel and living costs for personnel in Cuba for six months before the completion of the Vend-in Transaction.

Completion Date

The proposed completion date for the Control Placement is expected to be in March 2017.

Promissory Note

Prior to the completion of the Control Placement, it is proposed that MillenMin will borrow from BICL, and BICL will lend to MillenMin, CAN$125,000, on a non-interest bearing basis, by way of a promissory note to be repaid on completion of the Control Placement.  This loan will be guaranteed by Mr. Shunyi Yao, the Chairman and Chief Executive Officer of MillenMin.  The proceeds of this loan are for payment of MillenMin's costs in relation to the Control Placement and to repay outstanding liabilities.

Additional Vend-in Transaction Phase Details

Transaction Price

Under the Vend-in Transaction, MillenMin will acquire BL.  If BL has been transferred from BEREHK to BICL, then for MillenMin's acquisition of BL, MillenMin would issue MillenMin common shares (at a price of CAN$0.10) valued at US$27 million to BICL for BICL's US$3 million equity in BL and the US$24 million shareholder's loan from BICL to BL.  If BL has not been transferred from BEREHK to BICL, then BICL would further invest in MillenMin common shares (at a price of CAN$0.10) valued at approximately US$27 million, and for the acquisition of BL, MillenMin would pay US$3 million directly to BEREHK, MillenMin would also advance US$24 million by shareholder's loan to BL.  BL will hold the US$24 million until required to be contributed to Bellomonte.  It is anticipated that these funds will only be contributed to Bellomonte when Cubagolf injects the Site for development by Bellomonte.  MillenMin will not pay any premium or mark-up for acquiring its interest in Bellomonte.  BICL and/or BEREHK will receive cash or MillenMin shares equal in value to the amount that BICL and/or BEREHK contributed to Bellomonte, dollar-for-dollar.

Share Capital of MillenMin

On completion of the Control Placement and prior to completion of the Vend-in Transaction, MillenMin will have approximately 53.7 million common shares issued and outstanding.  After the completion of the Control Placement and prior to completion of the Vend-in Transaction, MillenMin may grant to management options to acquire common shares, but otherwise, MillenMin is not expected to have any other outstanding options to acquire common shares.  Any share options granted before or after the Vend-in Transaction will be in accordance with the share option plan and applicable TSX Venture Exchange policies.  On completion of the Control Placement and prior to completion of the Vend-in Transaction, MillenMin is not expected to have any outstanding warrants to acquire common shares.

Acquisition of Bellomonte

For purposes of the Transaction, the parties have preliminarily valued the 49% interest in Bellomonte to be at approximately US$27 million.

Under the Vend-in Transaction, MillenMin will acquire BL.  If BL has been transferred from BEREHK to BICL, then for MillenMin's acquisition of BL, MillenMin would issue MillenMin 355,995,000 common shares (at a price of CAN$0.10) valued at approximately US$27 million to BICL for BICL's US$3 million equity in BL and the US$24 million shareholder's loan from BICL to BL.  Alternatively, if BL has not been transferred from BEREHK to BICL, then BICL would further subscribe for 355,995,000 MillenMin common shares (at a price of CAN$0.10) valued at approximately US$27 million, and for the acquisition of BL, MillenMin would pay US$3 million directly to BEREHK, and MillenMin would also advance US$24 million by shareholder's loan to BL.

Upon completion of the Vend-in Transaction, the subscription receipts issued by MillenMin under the Control Placement will automatically be exchanged for 309,399,162 common shares of MillenMin, of which 83,329,162 common shares will be issued to BICL and approximately 226,070,000 common shares will be issued to the Four Investors.  BICL will then hold such number of common shares to represent approximately 65% of the issued and outstanding common shares of MillenMin.  Upon completion of the Vend-in Transaction and the automatic exchange of Subscription Receipts for common shares, MillenMin is expected to have 719,124,162 common shares issued and outstanding.

Holding Structure of the Cuban Asset

The parties expect to complete the Vend-in Transaction once BL legally and beneficially holds the 49% interest in Bellomonte.  If there are delays in procuring approval for a change in registered ownership, a conventional trust mechanism may be used.

Upon obtaining Cuban governmental approval for the transfer from BEGREC to BL of the 49% interest in Bellomonte, the declaration of trust from BEGREC in favour of BL is expected to be cancelled and BL (owned and controlled by MillenMin) would then legally and beneficially hold the 49% interest in Bellomonte.

Bellomonte's Bylaws and Joint Venture Partnership Agreement, which is akin to a shareholders' agreement, allows MillenMin (through BL), at both the director and shareholder levels, to assert control through mechanisms such as the right to approve, or block, major decisions affecting Bellomonte.  For example, at the shareholder level, the Bylaws provide that agreements and shareholders' resolutions must be approved by 75% of shareholders and agreements with respect to fundamental changes must be by unanimous vote at a shareholders' meeting.  At the director level, the Bylaws provide that BEGREC (the current registered owner of the joint venture interest) has the right to appoint certain officers and board decisions are to be made by a simple majority, thereby requiring the consent of at least one BEGREC (the current registered owner of the joint venture interest) designate.  The Bylaws also provide that the approval of at least two directors, one of whom is appointed by each of the joint venture parties, is required to establish strategic plans or to authorize the general manager to enter into contracts or to take other steps in furtherance of board policy.

Share Consolidation, Continuation and Name Change

Prior to the Vend-in Transaction, MillenMin may complete a share consolidation either on the basis of the four-for-one share consolidation that was approved by MillenMin's shareholders on June 21, 2016 or on the basis of a consolidation ratio to be determined and approved by MillenMin's shareholders (the "Share Consolidation") or may not complete a share consolidation at all.

Prior to the Vend-in Transaction, MillenMin may be required by BICL to continue from the jurisdiction of Canada to the jurisdiction of the Cayman Islands or another offshore jurisdiction acceptable to the TSX Venture Exchange (the "Continuation").  The Continuation will require the approval of MillenMin shareholders.  If MillenMin is to be continued, the Articles of the offshore company will also need to be pre-approved by the Exchange.

As part of the Vend-in Transaction, MillenMin will change its name (the "Name Change").  A name change under the Canada Business Corporations Act will require the approval of MillenMin Shareholders.  The Name Change will also require TSX Venture Exchange acceptance.

Shareholders' Approvals

As the proposed Share Consolidation, Continuation and Name Change require shareholder approval under the Canada Business Corporations Act, MillenMin intends to seek to obtain shareholder approval at a shareholders' meeting for the possible Share Consolidation (if other than the four-for-one share consolidation that has already been approved by shareholders), for the possible Continuation and for the Name Change.  As such, MillenMin intends to mail to shareholders and file on SEDAR an information circular relating to these matters requiring shareholder approval.

For the Vend-in Transaction, to meet the shareholder approval requirement under the TSX Venture Exchange policies, MillenMin expects to obtain greater than 50% majority shareholder approval by written consent.  Although the agreement for the Vend-in Transaction was entered into prior to the completion of the Control Placement, BICL and the Four Investors will not participate in the written consent resolution.  MillenMin intends to prepare and file a final Filing Statement that will include prospectus level disclosure on the Vend-in Transaction, as well as information concerning BICL and the resulting issuer.  The final Filing Statement will include the relevant financial statements and pro forma statements in compliance with TSX Venture Exchange requirements.

Board of Directors and Management

Upon completion of the Vend-in Transaction, the board of directors and the management of MillenMin are expected to remain the same as on completion of the Control Placement.  It is contemplated that, at the next MillenMin shareholders' meeting, the size of the board will be expanded up to approximately nine directors, of which it is expected that BICL will have the right to nominate four of the director nominees and one of the Four Investors will have the right to nominate one of the director nominees.

Escrow Considerations

BICL will be subject to a TSX Venture Exchange "Value Security Escrow Agreement" with respect to the common shares issued to BICL under the Vend-in Transaction.  MillenMin will assign a value for the purpose of calculating the number of Value Securities based on the Control Placement, or by a formal valuation to be prepared by an independent valuator (the "Valuation Report"), or by Net Tangible Assets (as defined by the TSX Venture Exchange) or by another method acceptable to the TSX Venture Exchange.

BICL is also expected to provide to the TSX Venture Exchange with the necessary undertakings not to transfer its respective securities in the relevant holding companies without the consent of the TSX Venture Exchange while the Value Security Escrow Agreement is in effect.  In addition, the directors and senior officers of such holding companies will provide to the TSX Venture Exchange with undertakings not to permit or authorize any issuance of securities or transfer of securities that could reasonably result in a change of control of such holding companies.

In addition, MillenMin is expected to submit to the TSX Venture Exchange a valuation prepared in support of the value ascribed to the 49% interest in Bellomonte.  However, if no valuation is prepared, MillenMin may seek confirmation from the Exchange that it may rely on the concurrent financing or the Net Tangible Assets or another method to assign value.

Cuban Regulatory Matters

Cuban legal counsel is expected to provide an opinion that, among other things, the parties have complied with Cuban legal requirements.

Sponsorship

As the Transaction is subject to sponsorship, as required by the TSX Venture Exchange, a sponsor will be retained in connection with the Transaction.  A subsequent news release will announce the sponsor and the terms of sponsorship.

Legal Counsel

For this Transaction, MillenMin is represented by Goodmans LLP and BICL is represented by McMillan LLP.

Use of Proceeds

The net proceeds of the Vend-in Transaction will primarily be used to develop and operate the golf resort in Cuba.

Closing Date

The expected closing date for the Vend-in Transaction is in the third quarter of 2017.

Trading Halt

Trading of the MillenMin shares has been halted on the TSX Venture Exchange and it is expected that the trading halt will continue until submissions to the TSX Venture Exchange for the Vend-in Transaction have been completed to the satisfaction of the TSX Venture Exchange or until it determines otherwise in its discretion.

Additional Information

Additional information about MillenMin is available to the public on SEDAR at www.sedar.com.

The information with respect to Bellomonte, BL, BICL and the BE Group in this news release has been provided by BICL.  MillenMin does not represent that this information is accurate or complete.

Completion of the Transaction is subject to a number of conditions, including but not limited to, contractual conditions, Exchange acceptance and applicable disinterested shareholder approvals.  The Transaction cannot close until the required shareholder approvals and applicable regulatory approvals are obtained and contractual conditions are met or waived.  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 or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.  Trading in the securities of MillenMin Ventures Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect MillenMin's current expectations.  When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-looking statements and information in this news release includes information relating to completion of the Control Placement, the Vend-in Transaction and the Transaction.  The forward-looking information is based on certain assumptions, which could change materially in the future.  Such statements and information reflect the current view of MillenMin with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.  By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause MillenMin's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the risk that MillenMin is unable to complete the Control Placement, the Vend-in Transaction and the Transaction, as expected or at all, the risk that the necessary directors, shareholders and regulatory approvals are not obtained or the Transaction may be terminated prior to completion, the risks associated with property development and doing business in Cuba.  When relying on MillenMin's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.  MillenMin has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.  However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF MILLENMIN AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.  WHILE MILLENMIN MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

SOURCE MillenMin Ventures Inc.

To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/January2017/27/c4530.html

For further information: Dr. Yunkai (Kent) Cai, President, telephone 1.647.427.0785, email yunkaicai@yahoo.com

Organization Profile

MillenMin Ventures Inc.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890