/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
KELOWNA, BC,
Nov. 21, 2013 /CNW/ - TrinCan Capital
Corp. ("TrinCan") (TSXV:TRN) and Markinch Resources Inc.
("Markinch") are pleased to jointly announce that they have entered
into an acquisition agreement dated November 21, 2013 pursuant to which TrinCan
will make an offer (the "Offer") to acquire all of the outstanding
common shares of Markinch ("Markinch Shares") on the basis of 2.5
common shares of TrinCan per Markinch Share. The Offer will
be subject to certain conditions, including the deposit of not less
than 66 2/3% of the outstanding Markinch Shares (on a fully
diluted basis), receipt of all required regulatory approvals,
including TrinCan shareholder approval (which is anticipated to be
satisfied by a written consent of holders of in excess of 50% of
TrinCan Shares) and other customary conditions. The total
value of the Offer for all of the outstanding Markinch Shares is
approximately $5,598,608 based on
current trading prices of the common shares of TrinCan
(0.08/TrinCan Share), including $452,108 of assumed net debt.
The Offer has the unanimous support of the Board
of Directors of both TrinCan and Markinch. The Board of Directors of
Markinch has concluded that the
Offer is in the best interests of its shareholders and will
recommend that Markinch Shareholders tender their Markinch Shares
to the Offer. Holders of approximately 60% of the outstanding
Markinch Shares, including all
directors and officers of Markinch, have entered into lock-up agreements
with TrinCan whereby they have agreed to tender their Markinch
Shares to the Offer. No person has a controlling interest in
Markinch.
Markinch has
agreed to pay TrinCan a non-completion fee in the amount of
$100,000 in certain circumstances if
the Offer is not completed due to a superior proposal being made to
Markinch. Markinch has agreed to terminate any
discussions with other parties and agreed not to solicit or
initiate discussion or negotiation with any third party with
respect to alternate transactions involving Markinch and has granted TrinCan a right of
first refusal to match any other proposals Markinch may receive.
Under the proposal, Dr. Colin Bowdidge will become president and join
the board of directors of TrinCan upon the successful completion of
the Offer. Dr. Bowdidge was educated at the University of Cambridge, where he received an M.A.
degree in mineralogy and petrology, and at the University of Edinburgh, where he earned a Ph.D. in
geology. He is a registered Professional Geoscientist with
the Association of Professional Geoscientists of Ontario. He has worked in mineral
exploration for over 40 years, primarily in Canada, but including projects in the
U.S.A., South America, Africa and Europe. Dr. Bowdidge has been involved
in the development of several mines: the Pinebay copper mine in
Manitoba, the Thierry
nickel-copper mine in northwest Ontario, the Cerro Mojon gold mine in
Nicaragua and the San Andres gold
mine in Honduras. Dr.
Bowdidge has served as a director and/or officer of several
publicly traded mining and exploration companies.
Mr. Burkhard
Franz will continue as Chairman and CEO of TrinCan.
TrinCan Overview
TrinCan's strategic objective is to grow
shareholder value based on current assets while remaining focused
on continued resource asset acquisition, exploration and production
opportunities.
TrinCan is engaged in the acquisition,
exploration and development of oil and natural gas in western
Canada. TrinCan has varying
working interests (25% - 50%) in 640 acres of land in the Buzzard
area of western Saskatchewan,
approximately 40 kilometers south of Lloydminster. This property currently produces
heavy oil (13-14 degree API) from the Lloydminster, Sparky, and GP formations.
TrinCan has nine producing oil wells, with current net production
of approximately 18 bopd, two standing oil wells, and four shut-in
oil wells at Buzzard, Saskatchewan.
TrinCan also has 1¾ sections of undeveloped
lands in the Nipisi area of Alberta. TrinCan has prepared a development
plan with respect to its Nipisi area lands. Subject to
available funds, TrinCan anticipates initially drilling one
vertical well in 2014, targeting light oil, as well as potential
follow up wells. Under its Nipisi plan, TrinCan may farm-out a
portion of its interest and remain as operator.
Markinch Overview
Markinch was
incorporated under the Business Corporations Act (Alberta) on November
25, 2009.
Since its incorporation in November 2009, Markinch has been in the business of acquiring
mineral exploration properties in Ontario and Quebec. Markinch is focused on acquiring and exploring
advanced-stage base and precious metal projects using a prospect
generator model. Markinch's
objective is to acquire gold and copper projects and it only
considers properties for acquisition that are backed by documented
evidence to support the potential viability of a proposed
project.
Markinch's
principal property is known as the "Tashota Property". The
Tashota Property consists of 20 staked mining claims (203 units)
and 6 leases, comprising 54 leased claims. The claim group is
situated in Gzowski and Oboshkegan Townships and the Metcalfe Lake
and Willet Lake Areas, Thunder Bay Mining Division, Ontario. The Tashota properties lie
within NTS 42L/04 NE and 42L/05 SE. The geographic
coordinates at the approximate center of the Ontario Properties are
50° 14" north, 87° 40" west.
Markinch has an
option to acquire a 100% interest in an Opinaca, James Bay, Quebec property which consists of
137 claims, approximately 15 km southwest of Goldcorp's Eléonore or
Roberto deposit which is expected to commence production in 2014.
Markinch commissioned an airborne
magnetic and electromagnetic survey of the property and results are
under review.
The ProForma Enterprise
Burkhard Franz,
CEO of TrinCan says, "This transaction will bring together an
interesting group of Canadian assets and opportunities for a junior
company such as TrinCan. Basic cash flow from producing oil
properties, and exploration and development opportunities in oil
and gas, as well as base and precious metals."
The key benefits of the takeover are outlined
as:
- an increased resource base with optionality to pursue oil and
gas and/or gold or copper mining projects in Canada;
- an increased shareholder base; and
- a tax free roll-over to most Markinch shareholders with a greater
opportunity for liquidity.
Dr. Colin
Bowdidge, President of Markinch believes "the combination of the two
companies results in a resource exploration and production company
upon which we can build opportunities for Markinch shareholders" he added "The resulting
company is well positioned to take advantage of numerous
opportunities in the current market."
Upon completion of the transaction, TrinCan will
have the following attributes:
|
|
TrinCan |
|
Markinch |
|
Proforma |
|
|
|
|
|
|
|
Proven plus Probable Reserves
(Mboe)(1) |
|
55.2 |
|
Nil |
|
55.2 |
Undeveloped Land (net acres) at
September 30, 2013 |
|
|
|
|
|
|
|
Oil and gas |
|
1,120 |
|
Nil |
|
1,120 |
|
Mining |
|
Nil |
|
25,455 |
|
25,455 |
Current Production (Boe/d) |
|
19 |
|
Nil |
|
19 |
Shares Outstanding |
|
|
|
|
|
|
|
Basic |
|
17,469,000 |
|
25,732,500 |
|
81,800,250 |
|
Fully Diluted |
|
17,469,000 |
|
25,732,500 |
|
81,800,250 |
Total Assets at September 30,
2013 |
|
1,254,461 |
|
1,750,810 |
|
7,005,846 |
Total Liabilities at September 30,
2013 |
|
998,280 |
|
492,105 |
|
1,548,655 |
Net Debt at September 30, 2013 |
|
256,181 |
|
452,108 |
|
702,917 |
|
|
Note: |
|
|
(1) |
TrinCan's reserves were evaluated by PNG Consultants Ltd. under
the report effective December 31, 2012. Additional
details, including assumptions and qualifications, can be found in
TrinCan's public filings at www.sedar.com. |
It is expected that the Take-Over Bid Circular
and Offer will be mailed to Markinch shareholders on November 22, 2013 and will expire approximately
36 days thereafter, with the Take-up Date under the Offer expected
on December 27, 2013.
Assuming all Markinch Shares are acquired under the Offer, TrinCan
would issue 64,331,250 shares and have outstanding an aggregate of
81,800,250 common shares.
Completion of the transaction is subject to a
number of conditions, including TSX Venture Exchange acceptance of
a Filing Statement by TrinCan. The 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 Take-Over Bid Circular and/or Filing Statement to
be prepared in connection with the transaction, any information
released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading
in the securities of TrinCan should be considered highly
speculative.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
The Take-Over Bid Circular and Offer as well as
the Markinch Directors' Circular
will be posted on TrinCan's SEDAR public filings at www.sedar.com
once mailed to Markinch
shareholders.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the securities in any
jurisdiction. The common shares of TrinCan will not be and
have not been registered under the United States Securities Act
of 1933, as amended, and may not be offered or sold in
the United States, or to a U.S.
person, absent registration or applicable exemption therefrom.
READER ADVISORY
BOEs may be misleading, particularly if used in
isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on
an energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the
wellhead.
Statements in this press release may contain
forward-looking information including expectations of future
production and components of cash flow and earnings. The
reader is cautioned that assumptions used in the preparation of
such information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from
those predicted, a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the
control of TrinCan. These risks include, but are not limited
to; the risks associated with the mining and oil and gas industry,
availability of capital to carry on operations, commodity prices,
financial market volatility, availability of key personnel and
exchange rate changes. Industry related risks could include,
but are not limited to: operational risks in exploration,
development and production, delays or changes in plans, risks
associated to the uncertainty of reserve estimates, environmental,
health and safety risks and the uncertainty of estimates and
projections of production, costs and expenses. The reader is
cautioned not to place undue reliance on this forward looking
information.
The reader is further cautioned that the
preparation of financial statements in accordance with generally
accepted accounting principles requires management to make certain
judgements and estimates that affect the reported amounts of
assets, liabilities, revenues and expenses. Estimating
reserves is also critical to several accounting estimates and
requires judgments and decisions based upon available geological,
geophysical, engineering and economic data. These estimates
may change, having either a negative or positive effect on net
earnings as further information becomes available, and as the
economic environment changes.
SOURCE TrinCan Capital Corp.