Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ORBMINCO LIMITED M&A Activity 2007

Oct 10, 2007

65473_rns_2007-10-10_d5d29892-b5a2-464d-b7da-f5ce05fa137a.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [62 x 73] intentionally omitted <==

MONARO MINING NL

==> picture [120 x 100] intentionally omitted <==

MERGER OF MONARO MINING AND URANIUM KING TO CREATE GLOBALY DIVERSIFIED URANIUM EXPLORATION AND DEVELOPMENT COMPANY

11 October 2007


Key Points

  • Merger Implementation Agreement signed by Monaro Mining NL and Uranium King Ltd

  • The merged company will offer shareholders a financially strong and dynamic, well-balanced uranium company with a pipeline of global greenfields, advanced and pre-development projects

  • Uranium King shareholders to receive 5 Monaro shares for every 7 Uranium King shares

  • The merger is to proceed by way of a Scheme of Arrangement and is subject to shareholder and regulatory approvals


Monaro Mining NL (ASX: MRO) and Uranium King Limited (ASX: UKL) have entered into a Merger Implementation Agreement (MIA) to combine their respective uranium businesses to form an internationally competitive uranium company.

Under this MIA, Monaro and Uranium King have agreed to certain undertakings and arrangements to facilitate the proposed merger. A copy of the MIA is appended to this release.

The directors of both companies believe that the merged entity will be a dynamic and wellfunded company that will provide benefits to shareholders that include:

  • A pipeline of projects from greenfields and advanced exploration through to preproduction

  • Geographical diversity of projects in countries that include the USA, Central Asia and Australia

  • The increased financial capacity to identify and target project and corporate acquisition opportunities

  • Enhanced management and technical capabilities

  • Expanded shareholder base with increased market liquidity

The merger will benefit from the technical and financial skills of the combined management teams and the new board will comprise three representatives from each of Monaro and Uranium King. Mr Warwick Grigor will continue as Chairman of the merged company.

Under the terms of the proposed merger shareholders of Uranium King will receive five Monaro shares for each seven shares they hold in Uranium King and Uranium King will become a wholly owned subsidiary of Monaro. Monaro will also make private offers to exchange Uranium King’s unlisted options on the ratio of 0.48 Monaro shares for each Uranium King option.

On completion of the transaction the merged company will have a market capitalisation of approximately $100 million.

The Scheme of Arrangement will be subject to a range of conditions including:

  • Uranium King shareholder approval and court approval under S.411 of the Corporations Act

  • Monaro shareholder approval if required.

  • Satisfactory completion of due diligence by the boards of both companies

  • All necessary regulatory approvals

Both companies have also entered into no solicitation and no talk provisions customary for this type of transaction, including break fee arrangements.

It is anticipated that the Scheme of Arrangement documentation will be forwarded to Uranium King shareholders in early December 2007. Shareholders of Uranium King will then be asked to approve the Scheme of Arrangement in general meeting to be held in mid January, 2008. On the basis of this and other approvals being received, the expected Implementation Date will be in late January 2008.

The boards of directors of Monaro and Uranium King have resolved to support the proposed merger. In addition, the board of directors of Uranium King recommends to Uranium King Shareholders that, in the absence of a superior offer and subject to the Independent Expert confirming the view of the Board of directors of Uranium King that the Scheme is in the best interests of Uranium King Shareholders, that the merger be approved.

Monaro Mining Chairman Warwick Grigor believes that the merger is a logical move for both companies.

“We are looking to create a global uranium company that has the ability to play an active role in the consolidation of the uranium sector. The merger will create a company with a suite of existing projects, a strong project pipeline for future development and outstanding technical and executive management expertise that would be of interest worldwide ”.

Uranium King Executive Director Jim Malone stated;

The potential merger provides shareholders the opportunity to be part of an enhanced uranium company with increased growth prospects and broader institutional appeal. The Uranium King team looks forward to working with the Monaro team to build a company that we can all be proud of.”

Yours faithfully

Monaro Mining NL

Uranium King Limited.

For further detail please contact:

Warwick Grigor Monaro Mining NL Ph: +61 2 9247 0077

Jim Malone Uranium King Ltd Ph: +61 8 9481 3000

Todd Barlow Pitt Capital Partners Ltd Ph: +61 2 9210 7000

About Monaro Mining NL

Monaro is a Sydney-based junior uranium company that has been listed on the ASX since September 2005. It was the first Australian-listed company to acquire uranium exploration licences in the Kyrgyz Republic, covering historical uranium mines and Soviet-defined orebodies. A number of types of uranium mineralisation have been identified on seven licences, including uranium in sandstone, in limestone, in cherts and black shales and in volcanogenic environments. Monaro is working towards verifying the Soviet work with a view to determining JORC compliant estimates. Additionally, Monaro has an agreement whereby it can earn up to 75% of a number of exploration licences in the Northern Territory, Queensland and Western Australia which have been selected and are being managed by an experienced uranium exploration team that takes credit for a number of uranium discoveries in the past. The Company is continuing to assess other uranium exploration opportunities in proven uranium provinces elsewhere.

About Uranium King Limited

Uranium King listed on ASX in August 2006 and is focused on the exploration and development of uranium projects within the United States. Current JORC inferred resources at Rio Puerco and Apex/Lowboy are a combined 6.1 million pounds and the company has identified considerable exploration potential to expand these assets. Uranium King is actively exploring sandstone and unconformity type uranium targets, managed by an experienced technical team and boosted by access to extensive data packages and local knowledge.