MMC Holding: Acquisition of Securities of Trevali Mining Corporation
05 November 2012 - 3:08PM
Marketwired Canada
MMC Holding ("MMC"), 13-15 avenue de la Liberte, L-1931, Luxembourg, announces
that it has acquired ownership and control over 19,836,995 Trevali common shares
and 3,967,383 Trevali common share purchase warrants (the "Warrants"), each
Warrant entitling MMC to acquire one Trevali common share. Of the 19,836,995
Trevali common shares acquired by MMC, MMC directed 55,905 Trevali common shares
to be registered in the name of Kirkland Intertrade Corp. ("Kirkland"). As a
result of such direction, MMC owns and controls 19,781,090 Trevali common shares
(the "Common Shares").
Kirkland is a joint actor with MMC as it is deemed to be an affiliate of MMC
pursuant to applicable securities laws. As a result of the Combination
Agreement, Kirkland has ownership and control over 98,660 Trevali common shares
(which includes the 55,905 Trevali common shares directed by MMC to be
registered in the name of Kirkland).
The Common Shares represent approximately 10.04% (10.09% together with the
Trevali common shares owned and controlled by Kirkland) of the issued and
outstanding Trevali common shares on an undiluted basis. MMC owns and controls
23,748,473 Trevali common shares or approximately 11.81% of the issued and
outstanding Trevali common shares on a partially diluted basis, assuming
exercise of the Warrants (or 23,855,684 Trevali common shares or approximately
11.86% of the issued and outstanding Trevali common shares assuming exercise of
the Warrants, exercise of warrants to acquire Trevali common shares owned and
controlled by Kirkland and including the Trevali common shares owned and
controlled by Kirkland).
The 19,836,995 Trevali common shares and Warrants were acquired by MMC pursuant
to the closing of a combination agreement among Trevali, Maple Minerals
Corporation ("Maple") and Trevali Mining (New Brunswick) Ltd. ("Trevali NB")
dated as of May 14, 2012 as amended (the "Combination Agreement").
Pursuant to the Combination Agreement:
(a) Trevali and Maple completed a business combination by way of an
amalgamation under the provisions of the Business Corporations Act
(New Brunswick) of Maple and Trevali NB, a wholly owned subsidiary of
Trevali; and
(b) MMC entered into a voting support and standstill agreement on November
2, 2012 (the "Voting Agreement") whereby MMC agreed, among other
things, (i) not to vote (or cause to be voted) the Common Shares and
Trevali common shares underlying the Warrants (to the extent they have
been exercised) (together the "Securities") against any resolution to
approve the election of Trevali's management nominees until November
2, 2013, (ii) to sell all or any part of the Securities in specific
manners including pursuant to private off-market transactions or
specified amounts if such sales occur through the facilities of any
stock exchange, (iii) not to sell, transfer, gift, assign pledge,
hypothecate the Securities without the prior written consent of
Trevali (other than as permitted in the Voting Agreement), (iv) not to
grant (or agree to grant) any proxy or other voting right to any of
the Securities, and (v) not to acquire, directly or indirectly or
through an affiliate, any Trevali common shares (other than upon
exercise of the Warrants) until November 2, 2014 without the prior
written consent of Trevali.
The transaction was a private transaction outside of any market or facility.
The transaction was effected by MMC and Kirkland to facilitate the amalgamation
of Trevali NB and Maple, and for investment purposes. Subject to the terms of
the Voting Agreement, MMC and/or Kirkland (as applicable) may, in the future,
increase or decrease its ownership of securities of Trevali, directly or
indirectly, from time to time depending upon the business and prospects of
Trevali and future market conditions.
An early warning report (the "EWR") will be filed on SEDAR and will be available
for review at www.sedar.com under Trevali's profile. A copy of the EWR can be
obtained from the contact below.
FOR FURTHER INFORMATION PLEASE CONTACT:
Marvin Singer
1 (416) 203-4426
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