HONG KONG, June 9, 2016 /CNW/ - Jing Bao (Asia) Ltd. ("Jing Bao") is issuing this press release in response to the most extraordinary, ill conceived and erroneous press release by Nevsun Resources Ltd. ("Nevsun") yesterday with regard to Jing Bao's opposition regarding Nevsun's proposed transaction with Reservoir Minerals Inc. ("Reservoir Minerals").
Self-interested offtake motivations: Nevsun infers that Jing Bao's opposition to the Nevsun proposal is not due to, what we believe, are the woefully unfair economic terms proposed by Nevsun to existing Reservoir shareholders, but instead is due to Jing Bao's desire to enter into an offtake arrangement with Reservoir Minerals. Such an inference is totally inaccurate. Jing Bao has never made any offtake, streaming or royalty proposal to Reservoir Minerals. Furthermore, Jing Bao is happy to confirm that it commits not only to never make such a proposal (irrespective of any offtake, streaming or royalty proposal being at arm's length and highly competitive to the benefit of Reservoir Minerals), but Jing Bao also commits to deliver to Reservoir Minerals a term sheet no later than June 12th, 2016 for a US$20 million convertible debenture at a 10% interest rate (interest payable in stock or cash at Reservoir's option) with a conversion price of CAD$12 per share.
Risk of Loan Default and Equity Dilution: Nevsun says that XGC could obtain full ownership of Reservoir's interest in Timok if Reservoir were to default on the proposed XGC loan and that the proposed private placement is dilutive. But with the Nevsun Arrangement, Reservoir shareholders are GUARANTEED to lose 67% of their share of ownership in the Timok Project.
People in glass houses should not throw stones. Please see link/reports by the United Nations yesterday June 9, 2016 regarding human rights violations in Eritrea. Naturally it is down to individuals' own consciences as to how and where they try to make money. Nevsun's sole project being based in a country where yesterday the United Nations announced a desire to charge Eritrea leaders with crimes against humanity is a matter for Reservoir shareholders to evaluate.
In response to self serving statements by Nevsun, Jing Bao invites Nevsun to save shareholders of both Nevsun and Reservoir the cost of expensive litigation. Nevsun allows itself to vote its 19.9% shareholding on its own transaction without being excluded from the majority vote by disinterested shareholders? How is Nevsun a disinterested shareholder? We cordially request Nevsun to redeem itself and immediately issue a press release announcing that they will abstain from voting its 19.9% shareholding on the disinterested vote and instead fairly allow existing Reservoir shareholders to determine the future of their company.
Recent Reservoir Minerals press releases, we believe, are clearly just the result of oppressive and heavy handed pressure from Nevsun. We believe Nevsun is using the threat of pressure it can apply on Reservoir to the detriment of the shareholders. Nevsun can clearly use the threat of a US$20m break fee as a weapon against Reservoir's Board to deter it from being able to give fair consideration to, and express its support for, the alternative proposal, which we believe to be an overwhelmingly superior path forward for Reservoir Minerals to unlock the significant potential value of the Timok Project for its shareholders.
We cordially request that Nevsun immediately issue a press release to release Reservoir Minerals from the US$20 million break fee (such release to be solely with regard to the XGC financing alternative) so that all members of the Reservoir Minerals board, but specifically the two members of the board owning more than 100,000 shares, can truly and freely consider the XGC proposal compared to the Nevsun proposal.
Jing Bao urges shareholders of Reservoir to VOTE AGAINST the Arrangement Resolution.
PROTECT YOUR INVESTMENT IN RESERVOIR!
About Jing Bao
Jing Bao is an investment company specializing in the commodity and natural resources arena. For more information contact Christopher George at [email protected] or 647-464-4981.
INFORMATION PURSUANT TO NATIONAL INSTRUMENT 51-102 SECTION 9.2(4)(c)
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. Jing Bao (Asia) Ltd. ("Jing Bao" or the "Concerned Shareholder") may solicit proxies pursuant to the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") by way of a public broadcast solicitation to Reservoir securityholders in connection with the special meeting (the "Meeting") to be held on June 17, 2016 as outlined in RMC's management information circular dated May 18, 2016 (the "Circular").
The name and address of the reporting issuer to which the solicitation relates:
Reservoir Minerals Inc. ("Reservoir" or "RMC")
Suite 501 543 Granville Street Vancouver, British Columbia V6C 1X8
The Concerned Shareholder is not sending or requesting any proxy from securityholders at this time. However, the Concerned Shareholder intends to vote AGAINST the Arrangement Resolution (as defined in the Circular) and urges its fellow securityholders to vote AGAINST the Arrangement Resolution for the reasons included in this document and its other filings. If a securityholder wants to revoke his proxy after he has delivered it, he can do so at any time before the proxy cut-off (being 9:00 a.m. (Vancouver time) on June 15, 2016, or forty-eight hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting in the event of its adjournment or postponement). If a securityholder wants to change his vote after he has delivered a proxy, he can do so by submitting a new, later dated proxy before the proxy-cut off time. Alternatively, if he is a registered Reservoir shareholder or Reservoir optionholder on the record date, he can also change his vote by attending the Meeting and voting in person. If he changes his vote by submitting a new proxy before the proxy deadline or by attending the Meeting to vote in person, that will revoke any previously filed proxy. Also, he can revoke his proxy without a new vote by signing a written statement which indicates, clearly, that he wants to revoke his proxy and delivering this signed written statement to the registered office of Reservoir at Suite 501, 543 Granville Street, Vancouver, British Columbia, V6C 1X8, or in any other manner permitted by law. His proxy will only be revoked if a revocation is received by 9:00 a.m. (Vancouver time) on the last Business Day before the day of the Meeting, or delivered to the person presiding at the Meeting before it commences. If he revokes his proxy and does not replace it with another that is deposited with Reservoir before the deadline, he can still vote his securities, but to do so he must attend the Meeting in person.
A non-registered holder of common shares of Reservoir will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting.
Solicitation may be made by the Concerned Shareholder and not by or on behalf of the management of Reservoir. The address of Jing Bao is Bank of America Tower Suite 1004 – 10th floor 12 Harcourt Road, Central, Hong Kong. This document containing the information required by section 9.2(4)(c) of NI 51-102 is available on Reservoir's profile on SEDAR at www.sedar.com.
The Concerned Shareholder may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications (including by website), and by any other manner permitted under applicable Canadian laws. Solicitations may be made, by or on behalf of the Concerned Shareholder, by directors, officers and employees of a Concerned Shareholder. The Concerned Shareholder may engage the services of a proxy advisor to assist with solicitation on behalf of the Concerned Shareholder. All costs incurred for the solicitation will be borne by the Concerned Shareholder.
Jing Bao holds approximately 8% of the issued and outstanding common shares of Reservoir. With the exception of the foregoing, to the knowledge of Jing Bao, neither Jing Bao nor any associates or affiliates of Jing Bao, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.
All statements, other than statements of historical fact, included herein constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. Forward-looking information can generally be identified by the use of forward looking language such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" "assume" or "continue" (and grammatical variations and the negatives thereof) and include statements concerning the Concerned Shareholder's assumption with respect to values of Reservoir, Nevsun or the combined company, its intentions and strategies regarding Reservoir and Nevsun, and the impact on the financial condition, operation, business, strategies and competitive position of Reservoir or the combined company and its future management if the transaction with Nevsun is approved or not approved by the shareholders. Such forward-looking information is based on certain understandings, assumptions, beliefs, opinions and expectations of the Concerned Shareholder, including, without limitation, Reservoir's, Nevsun's and the combined company's future value and growth potential, results of operations, future cash flows, ability to monetize assets, the future performance and business prospects and opportunities of the company and the regulatory environment and economic and market conditions that the company faces. Shareholders should not place undue reliance on such forward-looking information, which is not a guarantee that any particular outcome, event, result, performance or other achievement will occur. Many risks, uncertainties and other factors could cause the actual outcomes, events, results, performance or achievements expressed or implied by such forward-looking information to vary materially from those described herein should any of those risks, uncertainties or other factors materialize. Such risks, uncertainties and other factors include, without limitation: there being no certainty that the alternative financing proposed by XGC and or Jing Bao will be completed; there being no assurance that the benefits of rejecting the Nevsun transaction will outweigh the benefits of such transaction being completed; fluctuation in commodity prices; risks inherent to exploration; mining and development activities; uncertainties with respect to the PEA and other economic studies; environmental risks; political risks; uncertainties inherent to conducting business in foreign countries such as Serbia and Eretria, including without limitation, political, war, terrorism, corruption, lack of rule of law, uncertain justice system, corruption and others; exchange rate fluctuations; the impact of legislative, regulatory, competitive and technological changes; the state of the economy; credit and equity markets; availability of credit and other financing; the financial markets in general; the ability of the company to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; and all other risks and uncertainties detailed in Reservoir's and Nevsun's detailed filings with applicable Canadian securities commissions, copies of which are available on SEDAR at www.sedar.com. Accordingly, readers of this document are cautioned not to place undue reliance on any forward-looking information contained in this herein. All forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. All forward-looking information contained herein is made as of the date hereof unless otherwise specified and no Concerned Shareholder undertakes no obligation to publicly update or revise any such forward-looking information, except as required by law. Nothing herein should be considered legal, financial or other form of professional advice. Reservoir securityholders should consult their own legal, tax and/or financial advisers in order to make their voting decisions.
SOURCE Jing Bao
For further information: Christopher George at [email protected] or 647-464-4981.