Kerr to sell 8 million Bonterra Res shares for $2M
2016-12-13 09:52 ET - News Release
Also News Release (C-BTR) Bonterra Resources Inc (2)
Mr. Chris Hopkins reports
KERR MINES ANNOUNCES SALE OF BONTERRA SHARES FOR $2MILLION
Kerr Mines Inc. has agreed to sell eight million common shares in the capital of Bonterra Resources Inc. at a price of 25 cents per Bonterra share for gross proceeds to the company of $2-million. Kerr agreed to sell 4,000,000 Bonterra Shares to each of Braydon Capital Corporation, a company controlled and owned by Claudio Ciavarella who is a director of the Company ("Braydon") and Trans Oceanic Minerals Company Ltd., a company controlled by Fahad Al Tamimi, the Company's Chairman of the board of directors ("TOMCL"). Completion of the transaction remains subject to final acceptance by the TSX.
"Proceeds from the sale of our non-core assets will be used to execute our strategy aimed at re-starting production at our flagship Copperstone mine," said Chris Hopkins, Interim President and CEO of Kerr Mines. "Efforts at dewatering, mine rehabilitation and production re-start planning are now underway. We look forward to providing regular updates as key milestones are achieved."
The sale of the Bonterra Shares to each of Braydon and TOMCL constitutes a related party transaction as each of Braydon and TOMCL are insiders of the Company. However, such related party transaction is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") on the basis of the "Fair Market Value Not More Than 25% of Market Capitalization" exemptions contained in ss. 5.5(a) and 5.7(1)(a) of MI 61-101. In particular, at the time the transaction was agreed to, neither the fair market value of the Bonterra Shares to be acquired by each of Braydon and TOCML nor the fair market value of the consideration paid by each of Braydon and TOCML for such Bonterra Shares exceeded 25% of the Company's market capitalization.
About Kerr
Kerr is a North American gold exploration and development company based in Toronto, Canada. Kerr's core focus is to commence operations at the Copperstone Mine in Arizona. The Copperstone Mine produced nearly 500,000 ounces of gold through open pit mining. Existing infrastructure which remains from this time, or which has been subsequently installed by the Company's predecessor and wholly owned subsidiary, American Bonanza Gold Corp., is considerable and serves to reduce the current capital requirements for the mine. Existing infrastructure includes a power line and substation, and three water wells, all sufficient for the proposed operations at Copperstone. Additional infrastructure on site includes offices, maintenance shops and a laboratory building permitted tailings facility, processing facility and mill.
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