Solaris exits Canada for Switzerland with new CEO, board and spin-out plans
The company changed its board of directors and plans to spin out non-core assets La Verde, Capricho, and Paco Orco into a new company.
EPM Mining, an exploration-stage potash developer with a 100,000 acres project on the Sevier dry lake in Utah, received a boost on Friday when Tata Chemicals via a subsidiary invested $16 million in the company.
Tata Chemicals, part of one of India’s largest family conglomerates, now controls 30% of EPM Mining after first upping its stake at the end of May. With potash prices surging India, at some 6 million tonnes the largest importer of the crop nutrient, is keen to command new supplies.
MINING.com reported at the start of August Russia’s Uralkali, who together with Belaruskali and North-American producers represented by Canpotex, control almost 60% of world production, said its trading company raised prices for India by 32%.
Uralkali’s export arm will supply 1.2 million tonnes to India at $490/tonne (up from $370/tonne) through the end of March 2012. Days before the Uralkali announcement arduous negotiations between Canpotex and India ended in a two-step deal that increases the export price to $470/tonne for the fourth quarter and adding another $60/tonne next year.
EPM Mining Ventures Inc. full press release:
TORONTO, Sept. 2, 2011 /CNW/ – EPM Mining Ventures Inc. (TSXV: EPK) (“EPM”) announced that it has closed its previously announced private placement to Gusiute Holdings (UK) Limited (“Gusiute”), an indirect wholly-owned subsidiary of Tata Chemicals Limited.
EPM issued to Gusiute one unit at a price of C$16,000,000, such unit consisting of 8,000,000 voting common shares of EPM (“Common Shares”) and 8,000,000 common share purchase warrants (“Warrants”). Each Warrant will entitle the holder to subscribe for one Common Share at a price of $2.00 until September 2, 2012.
EPM has granted certain rights to Gusiute for so long as Gusiute and its affiliates beneficially own, control or direct at least 15% of the outstanding Common Shares, including, among other things:
- for a period of five years from the Closing Date,
- the right to designate a number of individuals (such number based on Gusiute’s and its affiliates’ proportionate ownership of Common Shares) to be nominated by EPM for election as directors of EPM, and
- prospectus qualification rights under Canadian securities laws; and
- for a period of 2 years from the Closing Date, a pre-emptive right to maintain its pro rata interest in EPM.
Gusiute concurrently agreed: (i) to certain standstill restrictions for a period of up to five years; (ii) until September 2, 2013, not to transfer any securities of EPM except in certain limited circumstances; and (iii) for the period ending on the date on which Gusiute, its affiliates and other joint actors beneficially own, control or direct more than 50% of the Common Shares, to vote, or cause to be voted, all such Common Shares in favour of the nominees proposed by management of EPM for election as directors of EPM.
Gusiute has also been granted the right to designate two individuals to be nominated by EPM for election as directors of EPM (based on an anticipated board size of 9 directors).
Two shareholders of EPM, Lance D’Ambrosio and Jeff Gentry, have also sold to Gusiute an aggregate of 4,378,000 Common Shares at a price of $2.00 per share.
Assuming exercise by Gusiute of all of the Warrants and no conversion of any other securities of EPM, there will be 121,225,889 Common Shares outstanding of which Gusiute will own or control (directly or through its wholly-owned subsidiary, Valley Holdings Inc.) 37,055,612 Common Shares, representing 30.6% of the outstanding Common Shares.
