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SCX.H Sagittarius Capital Corp

0.05
0.00 (0.00%)
21 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Sagittarius Capital Corp TSXV:SCX.H TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.05 0.01 0.01 0.00 01:00:00

Sagittarius Announces Details of Qualifying Transaction With AMR Mineral Metal Inc.

03/07/2013 6:02pm

Marketwired Canada


Sagittarius Capital Corporation (NEX:SCX.H) ("Sagittarius" or the "Company"), a
capital pool company, is pleased to announce that it has entered into a binding
arm's-length letter of intent (the "Agreement") dated June 28, 2013 with AMR
Mineral Metal Inc. ("AMR"), a non-reporting issuer, pursuant to which
Sagittarius will, subject to a number of conditions, acquire all of the issued
and outstanding securities of AMR. The transaction will constitute the Company's
qualifying transaction (the "Qualifying Transaction" or "QT") under the policies
of the TSX Venture Exchange (the "Exchange").


Under the terms of the Agreement, Sagittarius will incorporate a wholly owned
subsidiary under the Business Corporations Act (British Columbia) ("SubCo"),
which will amalgamate with AMR upon the closing of the Qualifying Transaction.
As consideration for the amalgamation of AMR and SubCo, holders of common shares
in the capital of AMR (the "AMR Shares") will receive one (1) common share in
the capital of the Company (a "Company Share") for every one (1) AMR Share,
valued at $2.25 per Company Share. In addition, the Company will issue
replacement warrants, broker warrants and options for any warrants (the "AMR
Warrants"), broker warrants (the "AMR Broker Warrants") and options (the "AMR
Options") issued by AMR prior to the closing of the Qualifying Transaction, on
the same 1:1 basis.


As a condition of the amalgamation, the shareholders of the Company will be
asked to approve: (i) a consolidation (the "Share Consolidation") of the Company
Shares on either one (1) old share for 0.02721029 new share basis or one (1) old
share for 0.0320 new share basis, depending on certain factors to be determined
by the Company and AMR; (ii) a change of the Company's name to "AMR Mineral
Metal Inc."; and (iii) the adoption of an amended and restated stock option plan
to be proposed by AMR, which complies with the rules and policies of the
Exchange or the Toronto Stock Exchange (the "TSX"), as applicable. The proposed
Share Consolidation will become effective prior to completion of the Qualifying
Transaction. All share numbers and pricing herein assume completion of the Share
Consolidation prior to closing of the Qualifying Transaction.


The Company and AMR have agreed to pay a finder's fee of $37,500 (the "Finder's
Fee") to Foundation Opportunities Inc. ($12,500 on account of the Company and
$25,000 on account of AMR) following completion of the Qualifying Transaction,
subject to the approval of the Exchange.


Capital Structure of AMR

AMR presently has approximately 16 security holders holding an aggregate of
40,674,166 AMR Shares. The principal shareholder of AMR is AMR Mineral Metal
Yatirim, a Turkish company controlled by Sedar Aral (Istanbul, Turkey), the
Executive Chairman and CEO of AMR, and Guliz Komurcu (Istanbul, Turkey), Vice
Chairman, General Coordinator and a director of AMR, which holds approximately
78.5% of the issued and outstanding AMR Shares.


Currently, AMR has 40,674,166 AMR Shares issued and outstanding (not including
up to 22,222,222 AMR Shares issuable in connection with, and following
completion of, the Pre-QT Financing (as hereinafter defined) and the securities
that may be issued pursuant to the Interim Private Placement (as hereinafter
defined). In addition, 460,000 AMR Shares are reserved for issuance for the
exercise of 460,000 AMR Options at $2.00 per AMR Share, and 2,666,666 AMR Shares
are reserved for issuance of 2,666,666 AMR Warrants at $2.50 per AMR Share.
Furthermore, a number of AMR Broker Warrants will be issued to Jacob Securities
Inc. in connection with the Pre-QT Financing and Interim Private Placement. The
AMR Broker Warrants will entitle the holder to purchase securities of AMR.


Contemplated Financings

AMR is currently in the process of marketing an equity financing for gross
proceeds of up to $25 million dollars worth of subscription receipts of AMR (the
"Pre-QT Financing") at a proposed price of $2.25 per subscription receipt, with
each subscription receipt convertible, for no additional consideration, into
securities of AMR. In connection with the Pre-QT Financing, AMR will pay a cash
commission and also issue an amount of AMR Broker Warrants pursuant to the terms
of the engagement letter dated February 5, 2013, between AMR and Jacob
Securities Inc.


In addition, prior to the closing of the Qualifying Transaction, AMR intends to
complete an interim private placement of AMR securities at a proposed price
between $1.80 and $2.00 (the "Interim Private Placement"). AMR hopes to raise
between $150,000 and $1,000,000 in the Interim Private Placement.


AMR securities issued pursuant to the Pre-QT Financing and the Interim Private
Placement will be exchanged for shares, warrants and broker warrants of the
Company on the same basis 1:1 as described above.


It is expected that the net proceeds of the Pre-QT Financing and the Interim
Private Placement will be used to further advance AMR's flagship Canakli Project
(as hereinafter defined) into the pre-production phase, such advancement to
include upgraded technical reports including resources estimates, completion of
additional technical studies using its pre-existing pilot plant and the
beginning of construction of a 10 tph - 30 tph (tonnes per hour) demonstration
plant. Further press releases will be issued when the terms of the Interim
Private Placement and Pre- QT Financing have been determined.


Selected AMR Financial Information

The following is selected financial data derived from the unaudited consolidated
financial statements of AMR at December 31, 2012 and 2011.




                                              Year Ended         Year ended 
                                            December 31,       December 31, 
                                                    2012               2011 
----------------------------------------------------------------------------
Total revenue                           $            nil   $            nil 
----------------------------------------------------------------------------
Net loss                                $     (2,407,336)  $     (1,842,141)
----------------------------------------------------------------------------
Net loss per share                      $          (0.06)  $          (0.07)
----------------------------------------------------------------------------
                                          As at December     As at December 
                                                31, 2012           31, 2011 
----------------------------------------------------------------------------
Total assets                            $      4,688,491   $      3,348,290 
----------------------------------------------------------------------------



Resulting Issuer Capital Structure

There are currently 4,190,000 Company Shares issued and outstanding. Upon
completion of the proposed Qualifying Transaction (assuming the 0.02721029:1
Share Consolidation and the proposed amalgamation, and assuming that the Pre-QT
Financing is fully subscribed for, and without taking into consideration any
securities that may be issued pursuant to the exercise of the AMR Warrants,
which may be issued pursuant to the Pre-QT Financing or to the Interim Private
Placement), the Company will have 51,927,688 Company Shares, 460,000 options and
2,666,666 warrants (not including the AMR Broker Warrants that will be issued to
Jacob Securities Inc. in connection with the Pre-QT Financing, and any AMR
Broker Warrants that may be issued in connection with the Interim Private
Placement) issued and outstanding.


Closing Conditions

The closing of the Qualifying Transaction with AMR is subject to a number of
conditions, including, but not limited to the following: (i) completion or
waiver of sponsorship; (ii) receipt of all director and shareholder approvals on
or before August 31, 2013; (iii) receipt of all required regulatory approvals of
the Qualifying Transaction and the Share Consolidation, including the approval
of the Exchange, on or before August 31, 2013; (iv) the negotiation, execution
and delivery of the amalgamation agreement prior to August 31, 2013; (v) there
being no liabilities of the Company other than the Finder's Fee; and (vi)
satisfaction of the Minimum Listing Requirements of the Exchange and all
requirements under the Exchange rules relating to completion of a "Qualifying
Transaction".


The proposed Qualifying Transaction does not constitute a Non-Arm's-Length
Qualifying Transaction and will not be subject to shareholder approval.


A filing statement in respect of the proposed Qualifying Transaction will be
prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at
www.sedar.com no less than seven business days prior to the closing of the
proposed Qualifying Transaction. A press release will be issued once the filing
statement has been filed as required pursuant to Exchange policies.


Proposed Management and Directors of the Resulting Issuer

Effective as of completion of the Qualifying Transaction each of the current
directors and officers of the Company will resign and be replaced by the current
directors and officers of AMR. The following are brief descriptions of AMR's
management team and its proposed nominees that will, collectively, assume
management responsibility for the Company upon completion of the Qualifying
Transaction:


I. Serdar Aral - Executive Chairman, CEO and Director 

Serdar Aral graduated from University of Birmingham and has a MSc. from Aston
University. Mr. Aral is a former managing director of Borusan Foreign Trade. He
has 27 years of experience in the fields of Ferro Alloys and steel products. Mr.
Aral is also the chairman of Ferco Group of companies.


Carmelo Marrelli - CFO

Mr. Marrelli holds a Bachelor of Commerce degree from the University of Toronto
and is qualified as a Chartered Accountant and as a Certified General Accountant
in Canada. In addition to acting as AMR's Chief Financial Officer, Mr. Marrelli
has been a principal of Marrelli Support Services Inc., a firm providing
administration services to Canadian public companies, since February, 2009, and
prior to February, 2009, a partner with Marrelli & Drake Corporate Services
(formerly Duguay & Ringler Corporate Services) (a firm providing administration
services to Canadian public companies). Mr. Marrelli also serves as the Chief
Financial Officer of several publicly listed junior mining companies and as a
director of Odyssey Resources Limited, which is listed on the Exchange.


Guliz Komurcu - Vice Chairman, General Coordinator and Director

Guliz Komurcu graduated from University of Oxford Brooks, Department of Business
Administration in 2000. Between 2000 and 2005, she worked at her family-owned
companies in Mining & Production of Natural Stones as Product and Export
Coordinator. Ms. Komurcu has been involved in AKSU DIAMAS PROJECT since 2005,
and is currently Vice Chairman and General Coordinator of AMR.


Jack Lifton - Director

Jack Lifton is the founding principal of Technology Metals Research, LLC. He is
also a consultant, author and lecturer on the market fundamentals of the
technology metals, the term that he coined to describe those strategic rare
metals whose electronic properties make our technological society possible.
These include the rare earths, lithium and most of the rare metals. Educated as
a physical chemist, specializing in high-temperature metallurgy, Mr. Lifton was
first a researcher before becoming both a marketing and manufacturing executive.
Finally, he became a metal trader specializing in the field of technology metals
and of rare metals. Today, after 48 years of industry involvement, Mr. Lifton
advises both OEM high tech industry and the global institutional-investment
community on the natural resource issues that impact either a proposed business
model or a high-volume manufacturing plan for the mass market. Mr. Lifton's work
today is principally as a due diligence consultant for institutional investors,
looking into opportunities where rare and technology metals availability are a
factor in determining the probability of commercial success of a metals-related
venture. Mr. Lifton is a Senior Fellow of the Institute for the Analysis of
Global Security.


Bradley Kipp - Director

Mr. Kipp holds CA and CFA designations and has over 18 years experience of
financial, capital market and operations specializing in the mining sector. He
is Vice-President Finance of a mining development company that has made a number
of investments in emerging and start-up mineral projects worldwide. In addition,
Mr. Kipp is or has been Chief Financial Officer and/or Director of several
public companies including African Copper Plc, Titanium Corporation, MinCore
Inc., Equity Financial Holdings Inc. and Atikwa Minerals Limited.


Gregory Ho Yuen - Director

Greg Ho Yuen is a partner and a member of Fasken Martineau's Securities Group
and its Global Mining Group. His corporate and securities law practice focuses
on corporate finance and mergers and acquisitions.


About AMR Mineral Metal Inc.

AMR is a British Columbia incorporated company that owns 99.77% of the mining
rights to six unique heavy mineral-sands-like Rare Earth Element (REE) and minor
metals deposits in southern Turkey.


AMR's flagship property is the Canakli deposit (the "Canakli Project") near
Isparta, in southwest Turkey. The Canakli Project is at an advanced stage of
development and has recently completed a NI 43-101 Preliminary Economic
Assessment, prepared by Roscoe Postle Associates in May of 2013. AMR has carried
out significant development at the Canakli Project, including hydro- mining and
processing at a pilot-scale 100 tonnes per hour (tph) gravity/magnetic
concentration plant, which produced saleable magnetite product, and a rare earth
concentrate that also contains other iron oxides, titanium, zirconium and
niobium. AMR is targeting commercial production rates of between 800 tph and
3,800 tph at the Canakli Project, with end products including separated light
rare earths, a mixed heavy rare earth precipitate, titanium oxide, zirconia,
niobium, magnetite and an iron oxide precipitate.


About Jacob Securities Inc.

Jacob Securities Inc. ("JSI") is an independent full-service investment bank
providing underwriting and financial advisory services to companies in the
mining, oil and gas, renewable power, infrastructure and energy sectors. The
firm, which is headquartered in Toronto, primarily services small- to mid-cap
issuers in North America and around the world.


Over the past five years, JSI has been involved in over $3.5 billion in global
equity financings and M&A transactions. Of that figure, JSI's team has led over
35 transactions, raising over $500 million for its clients. JSI's leadership
includes one of the most accomplished advisory teams in the sector. JSI's
focused approach allows its clients to source capital, expand strategic
relationships and facilitate liquidity in the public markets.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
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 management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Sagittarius Capital Corporation
Robin Sundstrom
President
(647) 822-8111
robin@ironsideir.com

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