IC Potash files Management Information Circular for Closing of Transaction with Cartesian
September 18 2017 - 06:30AM
IC Potash
Corp. (TSX:ICP) (OTCQB:ICPTF)
(“
IC Potash”, “
ICP” or the
“
Company”) announced that it has filed a
Management Information Circular (the “
Circular”)
related to its previously announced proposed settlement (the
“
Settlement”) with Cartesian Capital Group, LLC
("
Cartesian") (press release of August 8, 2017).
Following the signing of a binding letter of intent August 8,
2017, ICP and Cartesian signed a definitive agreement on September
11, 2017. The agreement is filed on SEDAR under the Company’s
profile at www.icpotash.com.
The Settlement represents the sale of the
Company's interest in the Ochoa Project to Cartesian related
investors who have funded the project since late 2014. The proceeds
of the sale will be composed of two initial payments totaling USD
$2.8M, and two contingent royalty streams with a potential value of
USD $12.2M. The initial royalty stream will be composed of a water
royalty equal to 75 per cent of proceeds from the sale of Ochoa
water or water rights to a maximum value of USD $12.2M.
Intercontinental Potash Corp. (USA)
(“ICP(USA)”), which will be fully owned by the
Cartesian investors, has agreed to use commercially best efforts to
develop and sell the water resources in order to realize the value
of the resource for IC Potash Corp and itself. Water is in great
demand by oil and gas development companies in the Permian Basin
where the Ochoa Project is located. If the water does not generate
the full value of USD $12.2M then the Company will retain a mineral
royalty sufficient to realize the remaining royalty obligation
based on Cartesian's financing the build of the Ochoa Project into
an operating mine.
President & CEO, Mehdi Azodi said, “The
Directors of IC Potash are investigating the next commercial
venture to which the proceeds can be allocated. ICP will consider
companies that are cash flow positive or have near-term milestones,
including the expansion of ICP Organics as announced on March 28,
2017. Further updates will be announced as progress is made.”
A special meeting of shareholders (the
“Meeting”) of the Company is scheduled for
Thursday, October 12, 2017 at 2:00 pm (EDT) at the offices of
Gardiner Roberts LLP, Bay Adelaide Centre, East Tower, 22 Adelaide
Street West, Suite 3600, Toronto, Ontario, M5H 4E3.
At the Meeting, shareholders will be asked to
approve the Settlement whereby IC Potash will transfer all of the
issued and outstanding common shares of ICP(USA) back to ICP(USA)
in return for the proceeds described above, with a projected
valuation of USD $15 million. The proposed transactions are in
accordance with the terms and conditions of the Definitive
Agreement as outlined in the Circular. Completion of the
transaction is subject to a number of conditions including approval
by the shareholders of IC Potash. The Settlement cannot be
completed until these conditions are satisfied and the required
approvals are obtained.
About IC Potash Corp.IC Potash
has previously demonstrated a method to make Sulfate of Potash
(“SOP”) from the Ochoa polyhalite deposit in Southeast New Mexico
in which it has an interest and is currently examining ways to
become a low-cost fertilizer producer. The current review of the
Ochoa project’s existing feasibility study is being extended to
determine a viable positive economic path to the production of
direct application polyhalite. The Ochoa project has access to
excellent local labor resources, low-cost electricity and natural
gas, water, rail lines, and the Port of Galveston, Texas. The Ochoa
project’s land holdings consist of nearly 90,000 acres of potassium
prospecting permits and mining leases issued by the U.S. Bureau of
Land Management and State of New Mexico. For more information,
please visit www.icpotash.com.
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 and other
factors which may cause the actual results, performance or
achievements of IC Potash to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Forward-looking statements include
statements that use forward-looking terminology such as “may”,
“will”, “expect”, “anticipate”, “believe”, “continue”, “potential”
or the negative thereof or other variations thereof or comparable
terminology. Such forward-looking statements include, without
limitation, statements regarding trends in the markets for Sulfate
of Potash and polyhalite, the timing for completion of an updated
feasibility study by the Company, the Company’s intention to
investigate the feasibility of polyhalite product production, the
potential value of water resources and other statements that are
not historical facts. These forward-looking statements are subject
to numerous risks and uncertainties, certain of which are beyond
the control of IC Potash, including, but not limited to, changes in
market trends, the completion, results and timing of studies
undertaken by IC Potash, risks associated with mineral exploration
and mining activities, the impact of general economic conditions,
commodity prices, industry conditions, dependence upon regulatory
and environmental approvals, the uncertainty of obtaining
additional financing, and risks associated with turning reserves
into product. 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.
For More Information, Please
Contact:
Mehdi Azodi President & CEO Tel. 416 779 3268
mazodi@icpotash.org