LUXEMBOURG CITY, GRAND DUCHY OF LUXEMBOURG--(Marketwire - Nov. 5, 2012) - MMC Holding ("MMC"), 13-15 avenue de la Liberté, 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:
||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
||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.