Coronado Announces Acquisition of Opunake Hydro Limited

Coronado Announces Acquisition of Opunake Hydro Limited

PR Newswire

VANCOUVER, May 14, 2013 /PRNewswire/ – Coronado Resources Ltd. (TSX-V: CRD) and (OTCQX: CRDAF) (“Coronado” or the “Company”) is pleased to announce that it has
entered into a binding share purchase agreement dated May 13, 2013 (the
“Share Purchase Agreement”), whereby Coronado has agreed to acquire all
of the outstanding common shares of Opunake Hydro Limited (“OHL”) from
TAG Oil Ltd. (“TAG”) and Opunake Hydro Holdings Limited (“OHHL”) in
exchange for common shares of Coronado (the “OHL Acquisition”), subject
to the terms and conditions of the Share Purchase Agreement.

The Proposed Acquisition

Under the Share Purchase Agreement, Coronado agrees to issue 13,015,410
common shares to TAG in exchange for 90% of the issued and outstanding
shares of OHL and 1,446,157 common shares to OHHL in exchange for 10%
of the issued and outstanding shares of OHL, representing an aggregate
purchase price of CDN$5,584,000 based on the volume weighted average
price of Coronado’s common shares on the TSX Venture Exchange (the
“TSX-V”) for the 20 consecutive trading days ending on May 10, 2013.

The completion of the OHL Acquisition is subject to a number of
conditions, including:

(a) approval of Coronado’s shareholders at a special meeting to be
called to consider the OHL Acquisition, including the approval of a
majority of disinterested shareholders, excluding TAG and any of its
affiliates;

(b) receipt of all required regulatory approvals, including the
consent from the Overseas Investment Office of New Zealand and acceptance by the TSX-V;

(c) compliance by the parties to the Share Purchase Agreement with
all covenants and agreements in such agreement;

(d) no material adverse effect with respect to OHL; and

(e) other conditions precedent set forth in the Share Purchase
Agreement.

The full text of the Share Purchase Agreement may be found under
Coronado’s profile at www.sedar.com. Additional information will be provided in the management information
circular to be prepared in connection with the annual and special
meeting of Coronado shareholders to approve the OHL Acquisition.

Description of Change of Business

The OHL Acquisition will constitute a “change of business” for purposes
of TSX-V Policy 5.2 and is subject to review and acceptance of the
TSX-V. Coronado is currently a resource and development company with
operations in Montana, USA. Since 2008, Coronado has been primarily
engaged in the underground development of its wholly owned Madison
Mine.

OHL is engaged in generating and retailing power in New Zealand. OHL’s
power generation business falls into two categories: (a) hydro
generation for which OHL owns the Opunake hydro power scheme,
consisting of a 0.7 megawatt (MW) generator located on Lake Opunake in Taranaki, New Zealand, and (b) gas fired
generation for which OHL owns two 1MW generators located on TAG’s Cheal
oil and gas field site in Taranaki, New Zealand, which supplies
electricity to the Cheal oil and gas field’s production facilities and
provides excess electricity into New Zealand’s main power grid. In
addition, OHL has obtained the rights to purchase a 1.15MW
containerized gas fired generator which will be installed on TAG’s
Cheal oil and gas field site in June 2013 and intends to acquire and
install an additional 1MW gas fired generator in the near term. OHL
currently supplies electricity to customers in the Taranaki region of
New Zealand including the New Plymouth, Stratford, and Hawera areas, as
well as to customers in the Rangitikei and Wellington areas. OHL has
been supplying power to the area for many years. OHL had operating
revenues of NZ$984,391 for the twelve months ended March 31, 2012, as
disclosed in its audited financial statements for such period.

Upon completion of the OHL Acquisition, Coronado will change from a
junior mining company to an energy generation and retailing company.
Coronado is expected to be well-financed company with approximately
CDN$8 million in cash, focused on opportunities in New Zealand with an
experienced board of directors and management team.

Directors and Officers

Following the OHL Acquisition, the Company’s board of directors will
consist of Daniel Brown, Ashley Garnot, John Vaccaro and Douglas
Lynes
. Daniel Brown will serve as CEO, Barry MacNeil as CFO and
Giuseppe (Pino) Perone as Corporate Secretary. A brief description of
the background of this management team follows:

  • Daniel Brown, Chief Executive Officer and Director Mr. Brown has been a controller in the oil and gas industry for a number
    of years and has also provided corporate accounting services to public
    and private companies for more than 10 years. Mr. Brown has also been
    a director of certain public companies operating in the resource
    industry sector. Mr. Brown served as Chief Financial Officer of
    Coronado from August 15, 2012 to April 11, 2013. Mr. Brown began
    serving as Chief Executive Officer of Coronado on August 15, 2012 and
    as a director on October 17, 2011.
  • Barry MacNeil, Chief Financial Officer Mr. MacNeil is an accountant with over 20 years of experience in public
    practice and is an independent businessman and investor, and also acts
    as a corporate accounting consultant for public companies in the
    resource industry sector. Additionally, Mr. MacNeil has worked as a
    corporate accountant for a group of companies involved in sales and
    services of mining equipment to the international mining industry and a
    lumber company with export sales to Japan, Europe and Australia. Mr.
    MacNeil has also been a director and officer of certain public
    companies operating in the resource industry sector. Mr. MacNeil began
    serving as Chief Financial Officer of Coronado on, April 11, 2013.
  • Ashley Garnot, Director Mrs. Garnot acts as a consultant for public and private companies in the
    resource and technology sectors, and has had experience working in both
    the branding and real estate industries. Mrs. Garnot holds a Canadian
    Securities Course Certificate from the Canadian Securities Institute
    and a Property Management and Real Estate Trading Services diploma from
    the Sauder School of Business (Real Estate Division). Mrs. Garnot began
    serving as a director of Coronado on November 10, 2011.
  • John Vaccaro, Director Mr. Vaccaro has over 25 years of experience in the financial services
    industry where he directed and provided investment consulting to high
    net worth individuals as well as corporate and institutional clients.
    He acted as a senior investment executive with CIBC Wood Gundy from
    January 2002 to March 2007. Mr. Vaccaro has since established a
    private client consulting practice in the financial services sector,
    Yield Management Consultants, and acts as Managing Partner and a
    consultant for the practice. Mr. Vaccaro is also an active member of
    the Fellowship of the Canadian Securities Institute and holds a degree
    from the University of British Columbia in Urban Land Economics with
    double Majors. Mr. Vaccaro began serving as a director of Coronado on
    March 14, 2013.
  • Douglas Lynes, Director Mr. Lynes obtained a B.Comm. from the University of British Columbia in
    1985 and has been a member of the Institute of Charted Accountants in
    British Columbia since 1988. Mr. Lynes has worked as a Chartered
    Accountant in public practice for over 25 years. Mr. Lynes began
    serving as a director of Coronado on March 14, 2013.
  • Giuseppe (Pino) Perone, Corporate Secretary Mr. Perone is currently practicing as a corporate lawyer for TAG and
    other public and private companies, and has legal experience in a
    variety of corporate and commercial matters. Mr. Perone obtained a
    B.A. with Distinction in Sociology from the University of Victoria in
    2001 and an LL.B. from the University of Alberta in 2005, and has
    previously articled at the law firm of Lang Michener LLP (now McMillan
    LLP) in their Vancouver, British Columbia office. Mr. Perone is also an
    active member of the Law Society of British Columbia and the Canadian
    Bar Association. Mr. Perone has also been a director of certain public
    companies operating in the resource industry sector and currently
    serves as the Corporate Secretary of TAG. Mr. Perone served as a
    director of Coronado from August 15, 2012 to March 14, 2013, and began
    serving as Corporate Secretary on August 15, 2012.

The Vendors

TAG is a company formed under the laws of British Columbia and whose
shares are listed on the Toronto Stock Exchange and the premier tier of
the OTCQX International. OHL and OHHL are privately held companies
formed under the laws of New Zealand. TAG currently holds 25,975,000
common shares of Coronado or 40.08% of the issued and outstanding
shares. As a result of the OHL Acquisition, TAG will hold 38,990,410
common shares of Coronado or 49.18% of the issued and outstanding
shares. The OHL Acquisition is related party transactions within the
meaning of TSX-V Policy 5.9 which incorporates Multilateral Instrument
61-101 (“MI 61-101”). The Company intends to rely on the exemptions
from the valuation requirement of MI 61-101 contained in sections
5.5(b). The OHL Acquisition will require approval by a simple majority
of the disinterested shareholders of Coronado, excluding TAG and any of
its affiliates.

Sponsorship

Dundee Capital Markets, subject to completion of satisfactory due
diligence, has agreed to act as sponsor to Coronado in connection with
the OHL Acquisition. Dundee will provide the required services in
compliance with the applicable rules and policies of TSX-V Policy 2.2 –
Sponsorship and Sponsorship Requirements. An agreement to sponsor should not be construed as any assurance with
respect to the merits of the transaction or the likelihood of
completion.

Completion of the OHL Transaction is subject to a number of conditions,
including Exchange acceptance and disinterested Shareholder approval.
The OHL Transaction cannot close until the required Shareholder
approval is obtained. There can be no assurance that the OHL
Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the OHL
Transaction, any information released or received with respect to the
Change of Business may not be accurate or complete and should not be
relied upon. Trading in the securities of Coronado should be considered
highly speculative.

The TSX-V has in no way passed upon the merits of the proposed OHL
Transaction and has neither approved nor disapproved the contents of
this press release.

Neither TSX-V nor its Regulation Services Provider (as that term is
defined in the policies of the TSX-V) accepts responsibility for the
adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements:

Statements contained in this news release that are not historical facts
are forward-looking statements that involve various risks and
uncertainty affecting the business of Coronado. Such statements can
generally, but not always, be identified by words such as “expects”,
“plans”, “anticipates”, “intends”, “estimates”, “forecasts”,
“schedules”, “prepares”, “potential” and similar expressions, or that
events or conditions “will”, “would”, “may”, “could” or “should”
occur.

Forward-looking statements and information concerning anticipated
financial performance are based on management’s assumptions using
information currently available. Forward-looking statements in this
news release include Coronado’s expectations regarding the ability to
complete, and the anticipated results of, the OHL Acquisition, the
funds that will be available to Coronado upon completion of the OHL
Acquisition and the proposed development and expansion of OHL’s
business.

In making the forward-looking statements in this news release, Coronado
has applied certain factors and assumptions that are based on
information currently available to Coronado as well as Coronado’s
current beliefs and assumptions made by Coronado, including that
Coronado will be able to complete the OHL Acquisition and that OHL will
be able to maintain its current operations and that a strategic plan
for the near and mid-term can be determined. Although Coronado
considers these beliefs and assumptions to be reasonable based on
information currently available to it, they may prove to be incorrect,
and the forward-looking statements in this release are subject to
numerous risks, uncertainties and other factors that may cause future
results to differ materially from those expressed or implied in such
forward-looking statements. Such risk factors include, among others,
that OHL’s operations will not continue at their current levels, and
that Coronado will be unable to determine or will experience delays in
determining a strategic plan for the near and mid-term range. Although
Coronado has attempted to identify important factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be
no assurance that such information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking information. Coronado does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.

SOURCE CORONADO RESOURCES LTD.

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