Trigon Uranium Corp. and Intercontinental Potash Corp. Announce Business
Combination Update, Proposed Financing and Filing of Preliminary Economic
Assessment of Ochoa Project
/NOT FOR DISTRIBUTION IN THE
- 30 year mine life based on Inferred Resource of 382M tons polyhalite - Annual underground mining capacity of 4.6M tons with process plant design that utilizes ammonia to precipitate potassium sulphate (K2S04) - Annual production of 904k tons of K2S04 and 500k tons of polyhalite - Start-up capital expenditures of US$887M and cash costs of approximately US$220 per ton K2SO4 and US$75 per ton polyhalite - Pre-tax Internal Rate of Return of 43% and Net Present Value of US $2.9B using a 10% discount rate
Business Combination Update:
A shareholders' meeting of Trigon has been scheduled for
(i) consolidate all of its issued and outstanding common shares on the basis of one "new" common share (a "Trigon Post-Consolidation Share") for every four "old" common shares issued and outstanding (the "Consolidation"); and (ii) make an offer (the "Trigon Offer") to acquire all of the issued and outstanding common shares of ICP, a private company existing under the laws of Canada, by way of a share exchange pursuant to which shareholders of ICP will receive one Trigon Post-Consolidation Share for each common share of ICP tendered to the Trigon Offer.
Upon completion of the RTO, Trigon intends to change its name to "Intercontinental Potash Corp." (the "Name Change") and continue to be listed on the TSX Venture Exchange ("TSXV") in the mining issuer category.
The RTO, Consolidation and Name Change remain subject to the receipt of all applicable shareholder and regulatory approvals. In this regard, Trigon is pleased to announce that it has received conditional approval of the TSXV with respect to the proposed RTO and related matters, subject to satisfying the conditions set forth in the TSXV conditional approval letter by
Proposed Financing:
Trigon and ICP have entered into an engagement letter with
Neither the Subscription Receipts nor the common shares of ICP issuable upon exchange of the Subscription Receipts will be subject to the Trigon Offer, however Trigon will subsequently acquire all such common shares of ICP by way of exempt take-over bid under applicable securities laws, on identical terms as under the Trigon Offer, and with no further action required on the part of the purchasers of the Subscription Receipts. The net proceeds of the Financing, after deduction of the expenses of WWCM, will be deposited in escrow and released only upon completion of the RTO. The Financing is not a condition of the RTO.
Trigon and ICP have agreed to pay a 7% cash commission to WWCM in partial satisfaction of its services in acting as agent in connection with the Financing, together with the issuance of such number of broker warrants as shall entitle WWCM to acquire such number of Trigon Post-Consolidation Shares as is equal to 7% of the aggregate number of Subscription Receipts sold in the Financing, at a price equal to the price at which the Subscription Receipts are offered in the Financing, for a period of 12 months after the closing of the Financing.
Preliminary Economic Assessment:
An updated technical report dated as of
With respect to the Ochoa Project Technical Report, in order to make reasonable predictions of the economics, a resource assessment was necessary and is part of the Preliminary Economic Assessment ("PEA"). The target mineral for potential development is a potassium sulphate mineral known as polyhalite. Polyhalite is an evaporate mineral with chemical formula K2SO4MgSO4.2CaSO4.2H2O but which it contains no sodium or chloride as its name might suggest. Trigon and ICP's goal is to produce polyhalite as a multi-nutrient, chloride-free Sulphate of Potash Magnesia fertilizer and to produce Potassium Sulphate as potash fertilizer for the agricultural marketplace internationally.
Highlights of the report PEA include:
- 30 year mine life with 3.1 year payback from the beginning of production. - Pre-tax Internal Rate of Return of 43% and Net Present Value of US $2.9 billion using a before-tax discount rate of 10 per cent. - Start-up capital expenditures of US887 million and cash costs of approximately US$220 per ton for K2SO4 (SOP) and US$75 per ton for K2SO4MgSO4.2CaSO4.2H2O (SOPM). - Projected cash flow estimates based on an inferred polyhalite resource of 382 million short tons in resource greater than six feet thick in the area of interest. - Assumed full annual production mining capacity from an underground room and pillar mine of 4.6 million tons per year, with operations of 350 days per year on a full daily production of 13,143 tons. - Process plant design that utilizes ammonia to precipitate magnesium hydroxide and potassium sulphate, producing 500,000 tons of polyhalite and 904,000 tons of K2SO4 at full capacity.
The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the PEA as will be realized. The PEA is based upon geophysical data from oil and gas well holes drilled in and around the Ochoa area of interest which were combined with nearby core and local cuttings data to authenticate and model the presence and thickness of polyhalite on the Ochoa property that occurs between 1200 and 2200 ft beneath the property in the Rustler Formation of Permian age. Isopach and structure maps were generated by Chemrox of the polyhalite using Petra and Surpac software under the supervision of Chemrox. The area of polyhalite greater than 6 feet thick was calculated. The 6 feet thickness was chosen because that is the minimum mineable thickness used in the PEA. The area was multiplied by the interpolated thickness to arrive at a volume that was reduced to a tonnage using a tonnage factor of 11.43 ft(3)/ton derived from core hole densities. An 85% polyhalite grade was assumed, based on core samples proximal to the Ochoa area. At this stage, only inferred mineral resources can be estimated until implementation of a core drilling program during the fall of 2009. During that drilling program, Trigon and ICP are expected to be able to validate polyhalite grade, thickness and continuity. Process operating and capital costs and general and administrative costs were estimated by Gustavson for the purpose of the PEA. The PEA also included royalties due to the federal government and other parties as further described below (see "Royalties on the Ochoa Property" below).
About ICP:
ICP is engaged in the exploration and development of potash properties. Trigon currently holds approximately 37% of ICP through its ownership of 15,000,000 common shares of ICP. ICP is seeking to commercialize polyhalite as a slow-release fertilizer, and to produce potassium sulphate, from its Ochoa project in Lea County, New
Following the RTO, the business of Trigon is expected to focus exclusively upon the development of polyhalite deposits at Ochoa, and upon other polyhalite properties which may be acquired on a going forward basis. In anticipation of the RTO, Trigon has allowed all of its uranium property interests to lapse effective
Royalties on the Ochoa Property
The Ochoa property is subject to (i) a royalty of US$1.00 per ton of polyhalite mined for the first 1,000,000 tons and US$0.50 per ton thereafter; (ii) a 5% gross royalty payable to the federal government; and (iii) a profits royalty in the amount of 1% held by each of
Qualified Persons:
All technical or scientific information contained in this press release has been prepared under the supervision of
Forward-Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Trigon and ICP, including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approvals, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
Completion of the RTO, the Consolidation, the Name Change, the Financing and related matters are subject to a number of conditions and the receipt of all applicable shareholder and regulatory approvals, including the final approval of the TSXV and the requisite majority vote of shareholders of Trigon. The RTO cannot close until the approval of shareholders of Trigon and all required regulatory approvals are 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 Trigon Circular, any information released or received with respect to the proposed transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Trigon should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information: please visit www.trigonuraniumcorp.com or www.intercontinentalpotash.com or contact: Trigon Uranium Corp., Sidney Himmel, President and Chief Executive Officer, Toronto, Ontario, T: (416) 624-3781, [email protected]
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