Trigon Uranium trades in Canada under the ticker TEL.v (on the venture excvhange)
Trigon Uranium trades in the US under the ticker TELWF (on the pinksheets)
Financial date www.sedar.com
Reverse Takeover Announcement
On June 19, 2009 a press release was issued to announce that Trigon Uranium Corp. has entered into a non-binding letter of intent to make an offer to acquire all of the issued and outstanding common shares of Intercontinental Potash Corp. ("ICP"). ICP is a company focused on the exploration and development of potash related mineral lands of the United States Southwest, with particular emphasis on Polyhalite. ICP is seeking to commercialize Polyhalite as a slow-release multi-nutrient fertilizer and as a potassium sulphate potash fertilizer from its Ochoa project in Lea County, New Mexico.
As a result of the commitment ICP has to identifying and developing a valuable asset base, Federal United States sub-surface potassium permits have been secured, and significant preparation for the upcoming Ochoa Polyhalite drill program has been completed. Shareholders please refer to the web site of Intercontinental Potash Corp. at (www.intercontinentalpotash.com) for further information.
Upon completion of this recent announced transaction, Trigon intends to change its name to Intercontinental Potash Corp. and continue to be listed on the TSXV in the mining issuer category.
Trigon Uranium Corp. and Intercontinental Potash Corp. Announce Business Combination Update, Proposed Financing and Filing of Preliminary Economic Assessment of Ochoa Project
TORONTO, Sep. 30, 2009 (Canada NewsWire via COMTEX News Network) --
Trigon Uranium Corp. ("Trigon") (TSXV:TEL) and Intercontinental Potash Corp. ("ICP") are pleased to provide an update with respect to the proposed reverse take-over and concurrent financing involving Trigon and ICP as initially announced on June 19, 2009 (the "RTO") and also to summarize the results of its previously announced Preliminary Economic Assessment of the Ochoa Project ("PEA"). Highlights of the PEA include:
- 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 October 26, 2009 (the "Meeting") at which shareholders will be invited to consider and approve the RTO and related matters (including the Consolidation and Name Change). Pursuant to the RTO, Trigon intends to:
(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
(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 December 15, 2009. The record date for the purpose of determining shareholders entitled to vote at the Meeting is September 14, 2009. The RTO is a "non-arm's length" transaction (as defined by the applicable regulations of the TSXV) and accordingly is subject to minority shareholder approval in accordance with the regulations of the TSXV and applicable securities laws. Further details with respect to the Meeting and the RTO are set forth in the management information circular of Trigon dated as of September 28, 2009 (the "Trigon Circular"), and in the Support Agreement dated as of September 25, 2009 entered into between Trigon and ICP with respect to the RTO, each of which are available on SEDAR at www.sedar.com.
Mr. Sidney Himmel, President and Chief Executive Officer of Trigon and ICP, stated "The future success of Trigon Uranium Corp. will be substantially enhanced by the approval of the proposed RTO involving Trigon and ICP. Therefore I recommend that all shareholders carefully read the management information circular which has been prepared describing the RTO."
Trigon and ICP have entered into an engagement letter with Wellington West Capital Markets Inc. ("WWCM") pursuant to which ICP proposes to complete a private placement financing (the "Financing") for aggregate gross proceeds of up to $5,000,000 through the issuance of subscription receipts of ICP ("Subscription Receipts"), which Subscription Receipts will be exchanged for common shares of ICP immediately following the completion of the RTO. The Subscription Receipts will be priced in the context of the market.
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 August 19, 2009 and entitled "NI 43-101 Technical Report on the Polyhalite Resources and a Preliminary Economic Assessment of the Ochoa Project, Lea County, Southeast New Mexico" (the "Ochoa Project Technical Report") has been prepared for Trigon by Sean C. Muller on behalf of Chemrox Technologies ("Chemrox"), and by William J. Crowl, Donald E. Hulse, Terre A. Lane and Richard D. Moritz on behalf of Gustavson Associates, LLC ("Gustavson"), with respect to the Ochoa property, and has been filed under Trigon's issuer profile on SEDAR at www.sedar.com.
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
- 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
- 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).
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 Mexico. Polyhalite is an evaporate mineral containing potassium, magnesium, sulphate, and calcium. ICP is also investigating other areas of the world for the possibility of exploring for and developing polyhalite deposits. The area of interest of the Ochoa project is being investigated by ICP with the ultimate objective of producing and marketing polyhalite as a multi-nutrient, slow-release, chloride-free fertilizer. ICP controls 100% of the Ochoa property, which consists of federal sub-surface potassium permits granted by the Bureau of Land Management ("BLM") comprising an area of 36,589 acres. All reclamation plans, environmental plans, and archeological work have been approved by BLM. Bonds in respect of the drill program have been accepted and all cost recovery charges have been paid in accordance with federal regulations. The initial term of the permits, granted on December 1, 2008, is two years and may be extended to four years in total if in the opinion of BLM exploration has proceeded in an expeditious manner. The prospecting permits include the approval of a detailed 16 drill hole program covering the entire acreage.
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 September 1, 2009.
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 Mr. Sidney Himmel (an officer and director of each of Trigon and ICP) and two other private entities, for an aggregate 3% profits royalty (collectively, the "Profits Royalties"). The Profits Royalties are calculable on the basis of revenue less all direct costs of production. The Profits Royalties were originally discussed at the time of the initial incorporation of ICP and were to be granted in consideration of the extensive efforts of the holders in establishing and financing ICP and developing its property interests. However, it was determined that the Profits Royalties would not be formally granted until a board of directors of ICP was established consisting of a majority of independent directors. The Ochoa property was subsequently acquired by ICP, following which the board of ICP considered both the nature and potential of the Ochoa property and the terms of the Profits Royalties, and an independent committee of ICP was formed which approved the grant of such Profits Royalties. The Profits Royalties are subject to a term expiring on the date that is twenty-five (25) years from and after the date that the annual production of minerals from a project on the Ochoa property first reaches fifty (50%) percent of the annual production rate contemplated in the feasibility study related to such project, and ICP has the right to repurchase 50% of such Profits Royalties upon payment of $3,000,000 per 0.5% Profits Royalty (for an aggregate payment of $9,000,000 to repurchase the full 50% of all such Profits Royalties).
All technical or scientific information contained in this press release has been prepared under the supervision of Mr. Sean Muller and Mr. William Crowl, each an independent "qualified person" within the meaning of National Instrument 43-101 of the Canadian Securities Administrators.
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.
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SOURCE: Intercontinental Potash Corp.
SOURCE: Trigon Uranium Corp.
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, firstname.lastname@example.org
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