Belvedere signs Memorandum of Understanding to acquire Outokumpu Mining Oy’s Hitura Nickel Mine and the remaining 55% of Finn Nickel
Posted on Tuesday February 13, 2007Belvedere Resources Ltd. (the “Company”) is pleased to announce that it has signed a Memorandum of Understanding (MOU) to acquire the Hitura Nickel mine from Outokumpu Mining Oy and the remaining 55% of Finn Nickel (Suomen Nikkeli Oy). The three way deal will position Belvedere as a 2200 tonnes per annum Nickel producer with substantial downstream Nickel development assets.
The acquisition of the Hitura Nickel mine enables Belvedere to make the transition from a pure exploration company to a production and development company, with an operating mine and concentrate facility that is located close to several of Belvedere’s exploration projects. In addition, the consolidation of Belvedere’s initial investment in Finn Nickel, will provide greater flexibility in rapidly advancing the Finn Nickel properties to the development and production stage.
The MOU defines valuations for the respective parties and sets out the structure of the proposed transaction. Under the terms of the proposed agreement Belvedere acquires the remaining 55% of Finn Nickel to become 100% owners of Finn Nickel in exchange for Belvedere shares. In addition the operating Hitura nickel mine and concentrate facilities in central Finland will be acquired from Outokumpu Mining Oy in exchange for Belvedere shares.
The Hitura assets will be acquired from Outokumpu Mining Oy and transferred to Belvedere in exchange for 7,482,843 Belvedere shares with half warrants attached. 35% of those shares will have a 4 month hold with the remainder subject to an eight month hold. Each whole warrant is exercisable at $1.33. The warrants are non-transferable and valid for two years from the date of issue. In addition Belvedere will issue further shares equivalent to the cash on balance at time of closing, estimated to be in the region of €3.5 million. Those shares will be subject to a four month hold and have no warrants attached.
The remaining 55% of Finn Nickel will be purchased from the private shareholders in proportion to their holdings in Finn Nickel for 8,231,127 Belvedere shares. A further 1,496,569 Belvedere shares will be issued to the private shareholders of Finn Nickel conditional on their securing the necessary agreements for the rapid start-up of their nickel operations prior to final closing of this transaction. 35% of the shares will be subject to a 4 month hold, with the remainder subject to an 8 month hold period.
The vendors assets have had appropriate due diligence procedures employed and have been subject to independent valuation and technical reports.
The final closing of the deal is, among others, subject to Company board approvals as well as approval by the TSX Venture Exchange.
Forward Looking Statement:
Some of the statements contained herein may be forward-looking statement, which involve known and unknown risks and uncertainties. Without limitation, statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements in this release include statements regarding the Company’s expected future production of nickel, as well as any references to the closing of the final transaction which is dependent on certain closure procedures being successfully carried out. It is important to note that the Company’s actual results could differ materially from those in such forward-looking statements. Factors that may affect expected future production include typical problems or delays with mining and processing, failure to convert resources into mineable reserves, and environmental permitting problems. Factors that may lead to non-closure of the deal include conditions not being fulfilled or because further due diligence discloses unexpected issues.
This statement is prepared by Dr. Toby Strauss, who is acting as Qualified Person in compliance with National Instrument 43-101 with respect to this release.
BELVEDERE RESOURCES LTD. David Pym, CEO
For further information, please contact:
David Pym: +358-9-6852730
Steve Cuthill:+1-604-408-0550
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.
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