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TSX VENTURE EXCHANGE: VGR
VANCOUVER, Dec. 7 /CNW/ - Vega Resources Inc. (VGR:TSX-V) ("Vega") is pleased to announce that it has entered into a letter agreement with Pacific Coal, S.A. ("Pacific Coal") effective December 7, 2010, relating to a reverse takeover transaction (the "Pacific Coal Transaction"), pursuant to which Vega proposes to acquire all of the issued and outstanding securities of Pacific Coal in exchange for the issuance of common shares of Vega (the "Vega Shares") by way of a three-cornered amalgamation.
Trading in the shares of Vega has been halted in accordance with the policies of the TSX Venture Exchange (the "TSXV") and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV and permission to resume trading has been obtained from the TSXV.
The Pacific Coal Transaction is expected to be effected by way of a three-cornered amalgamation, pursuant to which a wholly-owned Panamanian subsidiary of Vega will amalgamate with Pacific Coal, with the resulting amalgamated Panamanian company being a wholly-owned subsidiary of Vega. Upon closing of the Pacific Coal Transaction, Vega will change its name to Pacific Coal Resources Ltd. (the "Resulting Issuer"). Under the terms of the Pacific Coal Transaction, Vega will consolidate its common shares on the basis of five (pre-consolidation shares) for three (post-consolidation shares) prior to closing of the Pacific Coal Transaction and each common share of Pacific Coal (the "Pacific Coal Shares") will be exchanged for one common share of the Resulting Issuer (the "Exchange Ratio") upon closing of the Pacific Coal Transaction.
Currently, Vega is a shell company with minor exploration operations on a grass roots gold property in British Columbia. Upon completion of the Pacific Coal Transaction, the Resulting Issuer will carry on the business of coal production, development and exploration in Colombia.
The Pacific Coal Transaction is an arm's length transaction. Upon the closing of the Pacific Coal Transaction, the following entities will be significant shareholders of the Resulting Issuer:
- Blue Pacific Assets Corp., a company incorporated under the laws of the British Virgin Islands ("Blue Pacific"), with over an anticipated 20% interest in the Resulting Issuer; and
- Pacific Rubiales Energy Corp., an oil and gas company incorporated under the laws of the Province of British Columbia ("Pacific Rubiales"), with over an anticipated 10% interest in the Resulting Issuer and the right to appoint one nominee to the board of directors of the Resulting Issuer for so long as Pacific Rubiales owns at least 2% of the outstanding equity securities of the Resulting Issuer.
Pacific Coal intends to complete a "best efforts" private placement led by GMP Securities L.P. together with a syndicate of agents (collectively, the "Agents") to raise approximately CDN$175,000,000 (the "Pacific Coal Private Placement"). Pursuant to the Pacific Coal Private Placement, Pacific Coal will issue Pacific Coal Shares and/or warrants (or subscription receipts or other securities that entitle the holders to acquire, without payment of any additional consideration, Pacific Coal Shares and/or warrants) prior to giving effect to, or simultaneous with the completion of, the Pacific Coal Transaction. The purchasers of Pacific Coal securities under the Pacific Coal Private Placement will participate in the Pacific Coal Transaction on the basis described above. Holders of warrants of Pacific Coal obtained pursuant to the Pacific Coal Private Placement will receive, under the Pacific Coal Transaction, warrants of the Resulting Issuer exercisable for shares of the Resulting Issuer at a price equal to the exercise price of the Pacific Coal warrants. The specific terms of the Pacific Coal Private Placement, including the issue price, have not yet been determined and remain subject to negotiation between Pacific Coal and the Agents.
Conditions Precedent to Completing the Pacific Coal Transaction
The parties' obligations to complete the Pacific Coal Transaction are subject to the satisfaction of a number of conditions, including but not limited to, completion of the Pacific Coal Private Placement, TSXV approval, Pacific Coal shareholder approval, the consent of the shareholders of Vega, and other conditions customary for a transaction of this nature.
Proposed Directors of the Resulting Issuer
The current board of directors of Vega is comprised of four directors. Vega has called a shareholders' meeting for January 6, 2011 to, among other things, approve the aforementioned share consolidation, to increase the size of its board to twelve directors, and to elect Pacific Coal's nominees to its board of directors.
The directors and officers of the Resulting Issuer are expected to include:
Serafino Iacono - Co-Chairman and Executive Director
Mr. Iacono has more than 20 years' experience founding and financing resource companies and has been a Co-Chairman of the board of directors of Pacific Rubiales since January 23, 2008. Since September 17, 2010, Mr. Iacono has been the Interim Chief Executive Officer of Medoro Resources Ltd. ("Medoro"). He was a Co-Chairman of the board of directors of Pacific Stratus Energy Ltd. (a predecessor to Pacific Rubiales) ("Pacific Stratus") from August 21, 2006 to January 23, 2008. Prior to that, Mr. Iacono was the Chief Executive Officer of Bolivar Gold Ltd., a gold producer ("Bolivar Gold"), from February 2003 to February 2006.
Miguel de la Campa - Co-Chairman and Executive Director
Miguel de la Campa has over 30 years' experience in starting up and financing resource-focused businesses and has been a Co-Chairman of the board of directors of Pacific Rubiales since January 23, 2008, and was a Co-Chairman of the board of directors of Pacific Stratus from August 21, 2006 to January 23, 2008. Prior to that, Mr. de la Campa was the President and Chief Operating Officer of Bolivar Gold from February 2003 to February 2006.
Luis Carvajales - Chief Executive Officer and Director
Mr. Carvajales has been the president of Carbones Colombianos del Cerrejon S.A. ("CCC"), which is the company responsible for mining the Caypa mine (as described below) from November 4, 2008 to present. Since January 2007, he has also been the legal representative in charge of setting up the operations and administrative infrastructure for Oceans Maritime Agency Colombia, S.A. and Augustea Grancolombia S.A. Prior to that, from April 2006 to November 2008, Mr. Carvajales was the general manager of GC Coal Limited, a coal marketing agent located in Ireland.
Jose Francisco Arata - Director
Mr. Arata, a geologist by training, has worked in the resource sector for the past 28 years and has been the President of Pacific Rubiales since January 23, 2008, and was a director and Chief Executive Officer of Pacific Stratus from August 21, 2006 to January 23, 2008. Prior to that, Mr. Arata was the Executive Vice-President, Exploration of Bolivar Gold from July 1997 to February 2006.
Ronald Pantin - Director
Mr. Pantin has been the Chief Executive Officer of Pacific Rubiales since May 2007. Mr. Pantin worked in the Venezuelan oil industry for twenty-three years prior to founding Pacific Rubiales. Mr. Pantin has held a number of senior positions within Petroleos de Venezuela ("PDVSA"), most recently being President of PDVSA Services. Immediately after leaving PDVSA, Mr. Pantin was President of Enron Venezuela. He began his professional career with Maraven, an affiliate of PDVSA, where he held a variety of positions including Exploration & Production Planning Manager, Petroleum Engineering Manager, Treasurer, Operations Manager in the Production Division and Corporate Planning Manager.
Laureano von Siegmund - Director
Mr. von Siegmund is a lawyer admitted in Venezuela and New York, with more than 20 years of experience, specializing in corporate law, venture capital, mergers and acquisitions, mining and natural resources. Before starting his private practice in Caracas, Venezuela in 1994, Mr. von Siegmund worked at prominent law firms in New York and Caracas. He has participated in several mining and hydrocarbon projects throughout South America and currently is a board member and/or advisor to several companies. Since 2007, he has centered his practice in Colombia where he is currently advising companies in the oil and gas and mining sectors.
Federico Restrepo Solano - Director
Mr. Restrepo has over seventeen years of experience in the mining and infrastructure sector in Colombia. He has held a number of senior positions in Colombia including President of the National Coal Producers Association, President of Propuerto S.A., Vice President of Business Development of Carbones Sororia, and was advisor to the American Committee on Ports. He currently serves on the boards of several companies and foundations. He has a degree in Social Communication Sciences from Universidad Jorge Tadeo Lozano and a Masters in Corporate Finance from Universidad del Rosario.
Juan Manuel Peláez - Director
Mr. Peláez is a Colombian citizen with over 25 years of experience in the natural resources sector. He joined Medoro as President, Colombian Operations in September 2009 and has been instrumental in identifying the opportunities and negotiating the agreements which have resulted in Medoro's solid position in the Colombian gold mining industry. Mr. Peláez was an officer and co-founder of Pacific Stratus and also serves as International Business Adviser to Pacific Rubiales. From 2005 to 2007 he held the position of Country Manager of Pacific Stratus; and also held the position of Executive Vice President, Business Development of Pacific Rubiales from 2007 to 2009. From 1998 to 2000 he was the Chief Executive Officer of Petroleos del Norte S.A., an oil and mining company and prior to that he was the President of Gran Colombia Resources Ltd., a Canadian precious metals mining company.
Michael Steven Greene - Director
Mr. Greene is an international business lawyer, entrepreneur, novelist and musician. He received his Juris Doctor Degree in 1979 from Northwestern University School of Law and was a Managing Shareholder of Gunster Yoakley, one of Florida's largest law firms. Mr. Greene was President and CEO of Flagship Games International Inc., one of the largest gaming consultants and vendors in the cruise line industry from 2004 through 2008. Mr. Greene previously served as US counsel to Bolivar Gold and has provided legal services on public and private offerings to Pacific Stratus. Along with his complex law practice, Mr. Greene is currently President and owner of Greene Industrial Warehouse Park, a business which comprises nearly a quarter million square feet of commercial property.
Jaime Perez Branger - Director
Mr. Perez Branger has more than 20 years experience in the financial and industrial sector. At present he is President of a family holding company with interests in ranching, tourism and construction. He is also Managing Partner at NextVentures, a financial advisory firm, and director of LW Securities, a Latin American fund manager and investment bank. Previously he was a founding partner of Andino Capital Markets, a Latin American investment bank where he was directly responsible for the areas of corporate finance and private equity investments. Mr. Perez Branger is a graduate of the London School of Economics, where he obtained his Masters degree in Economics.
Miguel Rodriguez - Director
Mr. Rodriguez is a business consultant and has been a director of Pacific Rubiales since January 23, 2008 as well as a Director at D. Societe Financiere in Geneva, Switzerland since February 2010. He was a visiting fellow at the Peter G. Peterson Institute for International Economics from 1987-1988 and was a professor of Economics at the Instituto de Estudios Superiores de Administracion (IESA) from 1984 to 2006. Mr. Rodriguez holds a Ph.D. in Economics from Yale University and was the Minister of Economics of Venezuela from 1989-1992. In addition to consulting and advisory roles for the public sector, Mr. Rodriguez was previously the President of the Central Bank of Venezuela and served as Governor to the Inter-American Development Bank, the World Bank and the International Monetary Fund.
Oscar Ordonez - Director
Mr. Ordonez is President and co-founder of Masering SAS ("Masering"), with over 20 years of experience in the coal mining sector. Masering is one of the most successful open pit mine operators in Colombia, presently operating the La Francia mine, the El Hatillo mine and the Cerro Largo Norte mine.
Miguel Velasquez - Chief Financial Officer
Mr. Velasquez is a Systems Engineer and MBA from EAFIT University, Medellin, Colombia. He has more than 25 years of experience as Finance and Administrative Manager in various companies in Colombia and, more recently, in Colombian branches of Canadian companies, such as Energentia Ltd., from August 2007 to June 2008 and Alange Energy Corp. ("Alange Energy"), from May 2009 to September 2010.
Peter Volk - General Counsel and Secretary
Mr. Volk received his LLB from Osgoode Hall and MBA from Schulich School of Business, both in 1986. He has acted as General Counsel and Secretary of Alange Energy since July 13, 2009, as General Counsel and Secretary of Pacific Rubiales since January 23, 2008, as Vice President and General Counsel of Medoro since February 2003, and as General Counsel and Secretary of Gran Colombia Gold Corp. since August 20, 2010. In the past, Mr. Volk has held the position of General Counsel and Secretary with Pacific Stratus from October 26, 2004 until January 23, 2008 and with Bolivar Gold from July 1997 until February 2006. He previously worked for large Canadian and Japanese law firms.
About Pacific Coal
Pacific Coal is a Panama domiciled coal, coking coal, asphalt and asphaltite exploration, development and mining company focused on prospective producing, development-stage and exploration-stage properties in Colombia, with its head office located at Calle 74 #56-36, Oficina 901, Barranquilla, Colombia. Since its incorporation on May 6, 2010, Pacific Coal has acquired or entered into agreements to acquire various interests in several operating coal mines and projects, representing a substantive coal and asphaltite exploration and production area throughout Colombia.
Pacific Coal Properties
As at the date hereof, Pacific Coal has acquired or entered into agreements to acquire interests in three mineral projects in Colombia as follows.
The Caypa mine located in the Barranca Municipality, Guajira Department in Colombia is operated by CCC. CCC is 40% owned by Xira Investment Inc. ("Xira"), a wholly owned subsidiary of Pacific Coal, with the remaining 60% held in escrow in favour of Pacific Coal, to be released upon payment of certain amounts by February 2011. The Caypa mine currently has an annual production of, and successfully exports, approximately 1 to 1.2 million tonnes of high CV bituminous steam coal.
The Caypa mine was purchased by Xira from Coalcorp Mining Inc. pursuant to a share purchase agreement dated June 27, 2008 (the "SPA") for a purchase price of US$25,000,000. Blue Pacific acquired the shares of Xira from Lucien Financial Inc. and contributed them to Pacific Coal pursuant to an agreement dated May 6, 2010. Pacific Coal is required to make a final payment of US$2,000,000 in January 2011 pursuant to the arrangements whereby it acquired the shares of Xira.
The Caypa mine is an open cast mining operation with approximately three years of remaining mine life within the current open pit. CCC has identified an opportunity to develop a south pit to recover bituminous coal from an area that was previously designated for waste (the "Southern Waste Dump"). Furthermore, the Caypa mine demonstrates the potential for an underground mining operation that could lead to the recovery of additional high CV bituminous steam coal. Pursuant to the SPA, Alorente Trading S.A. ("Alorente"), a Panamanian trading and marketing company 80% owned by Blue Pacific and 20% beneficially owned by Luis Carvajales, Federico Restrepo Solano and Laureano von Siegmund, is entitled to a 5% agency fee on all sales of coal from the Caypa mine under the current open pit mining plan (approximately 3.5 million tonnes of which have been pre-sold under existing sales agreements). Any additional coal mined in the Southern Waste Dump and the underground mining operation will not be covered by the existing agency agreement.
Pacific Coal has retained SRK ES Exploration Services Ltd. ("SRK") based in Cardiff, United Kingdom, to prepare a National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") compliant technical report in respect of the Caypa mine. In addition to conducting an assessment of the resources and providing a certification of the mineable reserves, SRK has conducted a full evaluation of the project.
C.I. Jam is a Colombian company engaged in the mining of coking coals and the upgrading of coking coal to coke for sale in local and export markets. The company's operations are located in Samaca in the Boyaca Department of Central Colombia. Pacific Coal, through a wholly-owned Panamanian company called Coalition Development S.A., entered into an agreement with C.I. Jam's shareholders pursuant to which Pacific Coal has purchased a 100% interest in the company for a purchase price of US$4 million, of which US$2.2 million has been paid to date.
C.I. Jam owns a coking coal project together with a beehive coker oven infrastructure composed of 80 units, which are expected to be fully operational by December 31, 2010. It is anticipated that CI Jam will have a total capacity of approximately 3,000 tonnes of finished coke per month which can be increased by approximately 2,500 tonnes of finished coke per month through the purchase of third party coking coal production.
In connection with evaluating the prospects at CI Jam, Pacific Coal has retained SRK to prepare an NI 43-101 compliant technical report.
Xira entered into a memorandum of understanding ("MOU") with Masering for the development of a mining operation at the La Tigra deposit comprising both asphaltite and high CV bituminous steam coal. Pursuant to the MOU dated April 29, 2010, as amended and restated on August 27, 2010, (i) Xira acquired a 50% interest in Vortel Corp., a BVI corporation ("Vortel") which holds a 100% title over the La Tigra deposit, for a purchase price of US$15,848,000 and (ii) the parties agreed to the joint operation of the deposit. In addition, Xira granted to Masering a put option pursuant to which Masering has the option to contribute the remaining 50% interest in the La Tigra deposit to Xira. Masering and Alorente are also entitled to a royalty (split evenly) on production from La Tigra of US$1.00 per ton of coal produced and US$0.15 per barrel equivalent of hydrocarbons produced.
Under a separate memorandum of understanding entered into on November 30, 2010 between Pacific Coal and Masering, (i) Masering has agreed to sell to Pacific Coal the remaining 50% interest in La Tigra through the sale of the remaining 50% of Vortel for a purchase price of US$18,348,000, to be satisfied by the issuance of Pacific Coal Shares at an implied price of US$1.00 per share; (ii) Pacific Coal has agreed to purchase a 96.4% interest in Sociedad Portuaria Terminal de las Flores S.A., a Colombian company which holds the title to a port concession on the Magdalena river in Baranquilla, for US$25,000,000, to be paid partially in cash of US$15,000,000 and the remaining US$10,000,000 by the issuance of Pacific Coal Shares at an implied price of US$1.00 per share; and (iii) Pacific Coal agreed to acquire from Masering the mining operation agreement for the Cerro Largo Norte mine, which grants Masering rights over a portion of the coal production from such mine, for cash consideration of US$14,165,644 (collectively, the "Masering Transactions").
La Tigra is a steam coal and asphaltite exploration project located in the Santander Department in Central Colombia. Pacific Coal has retained SRK to conduct both an assessment of the resources and to provide a NI 43-101 compliant technical report with respect to mineable reserves as well as to conduct a full evaluation of the project.
All NI 43-101 compliant technical reports will be filed and made available on SEDAR prior to completion of the Pacific Coal Transaction.
Selected Financial Information of Pacific Coal
The following unaudited financial information for the period ended September 30, 2010 has been provided by Pacific Coal. Such information is subject to all other information contained in the relevant financial statements disclosed in the filing statement to be prepared in connection with the Pacific Coal Transaction.
|Thousands of US$|
|September 30, 2010|
|Property, Plant and Equipment||103,512|
|Long Term Debt||12,500|
|Total Liabilities & Equity||162,643|
|Loss from Operations||(2,758)|
|(Period from incorporation to September 30, 2010)|
During the period from incorporation through September 30, 2010, Pacific Coal raised gross proceeds of approximately US$42 million from the issuance of Pacific Coal Shares and used US$17.5 million of these funds in investing activities, principally for payments toward the acquisitions of mineral properties as described above. As at September 30, 2010, Pacific Coal had cash and cash equivalents amounting to US$24.5 million.
Currently, there are 126,100,000 Pacific Coal Shares issued and outstanding. This includes the 42,000,000 shares issued pursuant to a private placement (the "Previous Private Placement") completed in tranches, with the final tranche being completed on September 24, 2010, at US$1.00 per share for gross proceeds of US$42 million. Pacific Coal has also agreed to issue (i) to Masering or its designee 28,348,000 Pacific Coal Shares as partial consideration for the Masering Transactions; and (ii) up to a further 200,000 Pacific Coal Shares to an investor in Colombia on the same basis as the Previous Private Placement. Other than pre-emptive rights granted in connection with the Previous Private Placement to each of (i) Pacific Rubiales, which expires upon the Pacific Coal Shares being traded on a recognized stock exchange; and (ii) three funds, which expire on the earlier of 120 days from the date of grant (being January 21, 2011) or the date that the Pacific Coal Shares are traded on a recognized stock exchange, no stock options, warrants or other securities entitling holders to acquire Pacific Coal Shares are outstanding. Pacific Coal is not a reporting issuer and its securities are not listed or posted for trading on any stock exchange. Upon completion of the Pacific Coal Transaction, the Resulting Issuer will be a reporting issuer and it is expected that its securities will be posted for trading on the TSXV.
Three of the proposed directors and officers of the Resulting Issuer (being Serafino Iacono, Miguel de la Campa and José Francisco Arata) are expected to control, or provide investment advice to the holders of 75% of the shares of Blue Pacific, which currently holds 53.3% of Pacific Coal Shares.
Planned Option Grants
Upon completion of the Pacific Coal Transaction, the Resulting Issuer plans to grant options to acquire up to 20 million shares of the Resulting Issuer to certain officers, directors and employees of the Resulting Issuer and certain third party charities.
Completion of the Pacific Coal Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The Pacific Coal 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 Filing Statement to be prepared in connection with the Pacific Coal Transaction, any information released or received with respect to the Pacific Coal Transaction may not be accurate or complete and should not be relied upon. Trading in securities of Vega Resources Inc. should be considered highly speculative.
On behalf of Vega Resources Inc.
President and CEO
This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance of Vega Resources Inc., Pacific Coal and its projects. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Vega and Pacific Coal to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and Vega and Pacific Coal disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction described herein 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 news release.
All information contained in this news release with respect to Pacific Coal was supplied by Pacific Coal for inclusion herein.
For further information: For further information:
Vega Resources Inc.
Chief Executive Officer
Pacific Coal, S.A.
Chief Executive Officer