NORWAY, Nov. 13 /CNW/ - Wega Mining AS ("Wega Mining") announces that, together with its parent, Avocet Mining PLC ("Avocet" or "the Company"), it has entered into a conditional agreement with privately held Infinity Gold Mining Inc. ("Infinity") to sell its entire interest in Merit Mining Corporation ("Merit"), a TSX Venture Exchange listed company, for a cash consideration of up to CDN$7 million ("Agreement").
Wega Mining currently owns 2,250,781 common shares of Merit ("Merit Shares") (after taking into account the 50:1 share consolidation effected on September 16, 2009) representing approximately 58% of the outstanding Merit Shares, and a convertible debenture (the "Wega Convertible Debenture") in the amount of approximately CDN$3 million (including interest). The Wega Convertible Debenture is currently convertible into approximately 643,180 Merit Shares (after taking into account the 50:1 share consolidation effected on September 16, 2009), however as announced by Merit on November 2, 2009, Merit has proposed to settle all of its outstanding convertible debentures, including the Wega Convertible Debenture, in exchange for newly issued Merit Shares (the "Settlement Proposal"). Infinity has agreed, subject to a number of conditions, to purchase all of the Merit Shares held by Wega Mining, as well as the Wega Convertible Debenture if the Settlement Proposal is not consummated. Under the Settlement Proposal, the Wega Convertible Debenture would be settled for approximately 12.6 million new Merit Shares (if the conversion occurs on 30 November 2009).
The initial purchase price to be paid for the Merit Shares is CDN$1.5871. However, if the Settlement Proposal is consummated, the number of Merit Shares acquired by Infinity will be adjusted to account for the increase in the number of issued and outstanding Merit Shares. The actual adjustment will depend on the number of Merit Shares issued in connection with the Settlement Proposal, which in turn depends on the date that the Settlement Proposal is consummated. If the Settlement Proposal is consummated on November 30, 2009, the number of shares acquired by Infinity will be adjusted such that the purchase price will be CDN$0.4627 per Merit Share.
Under the Agreement, Infinity has the option to acquire up to approximately 19.95% of Merit from Wega Mining in three tranches over the 80 days following the date of the Agreement, subject to the completion of diligence and arranging financing. In addition, subject to the prior satisfaction of a number of conditions, including the execution of additional lock up agreements, satisfactory arrangements with certain employees, the absence of a material adverse change in respect of Merit and Infinity having arranged sufficient financing, Infinity has agreed that within 120 days from the date of the Agreement it will make an all-cash offer (the "Offer") to acquire all of the outstanding Merit Shares, and Wega Mining has agreed to tender its remaining Merit Shares to the Offer.
Prior to the take up of any shares under the Offer, in certain circumstances Wega Mining may be entitled to repurchase the Merit Shares sold to Infinity for the original price less CDN$1,000,000 and in other circumstances Infinity may be entitled to sell those Merit Shares back to Wega Mining for the original price less CDN$500,000.
If a superior proposal to acquire Merit is made by a third party, Wega Mining will either not have the right to withdraw its shares from the Offer in certain circumstances or, if Wega Mining can withdraw its Merit Shares from the Offer, Wega Mining will have to pay to Infinity the difference between the Offer price and the amount Wega Mining realises in any superior proposal. Wega Mining has also agreed that, except in limited circumstances, it will not vote the Merit Shares of Wega Mining in favour of any superior proposal to acquire Merit or any issuance of Merit Shares or convertible securities.
If all of the potential sale transactions to Infinity contemplated in the Agreement are completed and no repurchase or put rights are exercised, Avocet will no longer hold any Merit Shares or the Wega Convertible Debenture. If such transactions are not completed, Avocet's investment in Merit will be reviewed on a continuing basis and its holdings of securities in Merit may be increased or decreased in the future. Infinity has represented to Avocet that it is an "accredited investor" under National Instrument 45-106 - Prospectus and Registration Exemptions.
Jonathan Henry, Chief Executive Officer of Avocet, commented "Our interest in Merit Mining was acquired earlier this year as part of the Wega Mining takeover. The Merit investment is non-core to our strategy of becoming a mid-tier gold producer, we are therefore working closely with Infinity to complete this transaction as expeditiously as possible."
SOURCE WEGA MINING ASA
For further information: For further information: or a copy of Wega Mining's early warning report please contact Hans-Arne L'orange, +47 92426437; Wega Mining AS, Fornebuveien 1, P.O. Box 137, 1235 Lysaker, Norway