HMG Hana Mining Ltd.

Hana Mining Ltd. (the "Company" or "Hana") (TSX
VENTURE:HMG)(FRANKFURT:4LH)(BOTSWANA:HANA) and Cupric Canyon Capital LP
("Cupric") today jointly announced that they have entered into a definitive
agreement (the "Arrangement Agreement") pursuant to which Cupric has agreed to
acquire all of the issued and outstanding common shares of Hana ("Hana Shares")
(other than the Hana Shares it currently owns) by way of a statutory Plan of
Arrangement (the "Arrangement") under the Business Corporations Act (British
Columbia). The management of Cupric is comprised of experienced mining
professionals in the copper industry specializing in exploration, development,
and operations, and Cupric is supported by the Barclays Natural Resource
Investments division of Barclays Bank PLC ("Barclays").


Under the Arrangement, shareholders of Hana will receive C$0.82 in cash for each
common share of Hana, representing a premium of approximately 88% to the 20-day
volume weighted average price of the Hana Shares on the TSX Venture Exchange as
of October 23, 2012. The total consideration payable to Hana shareholders is
approximately C$67 million and the Arrangement values Hana's equity at
approximately C$82 million. Cupric has advised that it has completed all
technical, legal, and financial due diligence and has adequate financial
resources to complete the all-cash transaction. Upon closing of the transaction,
Cupric intends to advance the Ghanzi project through the design, construction
and operational phases of its development.


Hana's Board of Directors, after consultation with the Company's financial and
legal advisors, and based on the recommendation of an independent committee of
the Company's Board of Directors, has unanimously determined that the
Arrangement is fair to Hana's shareholders, other than Cupric, and will
recommend that Hana's shareholders vote in favour of the Arrangement. Scotia
Capital Inc., acting as financial advisor to the Company and its Board of
Directors, has provided an opinion that, based upon and subject to the
assumptions, limitations, and qualifications in such opinion, the consideration
to be received by Hana's shareholders is fair, from a financial point of view,
to Hana shareholders. All of the executive officers and directors of Hana as
well as Hana's largest shareholder Pala Investments Limited, which owns
19,413,800 Hana Shares or approximately 19.5% of the Hana Shares, have entered
into lock-up and support agreements with Cupric under which they have agreed to
vote in favour of the Arrangement.


The Arrangement Agreement is subject to customary representations, warranties
and covenants of each of Hana and Cupric. In addition, Hana has agreed that it
will not solicit or initiate discussions concerning the pursuit of any other
acquisition proposals except in respect of unsolicited proposals that the Hana
Board of Directors in good faith determines could reasonably be expected to
result in a superior proposal. In the event of a superior proposal, Cupric has
the right to either match such superior proposal or receive a customary
termination fee.


The terms and conditions of the Arrangement will be summarized in the Company's
management information circular which will be filed and mailed to Hana's
shareholders in November 2012. Shareholders will be asked to approve the
Arrangement at a meeting to be held in January 2013.


The Arrangement will be subject, among other things, to (i) the approval of at
least 66 2/3% of the votes cast by Hana shareholders on the basis of one vote
per Hana Share, (ii) the approval of at least 66 2/3% of the votes cast by Hana
shareholders and Hana optionholders voting together as one class on the basis of
one vote per Hana Share or Hana option, and (iii) the approval of a simple
majority of the votes cast by Hana shareholders, excluding certain votes
outlined in Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions, at a special meeting to be called to consider
the Arrangement. The Arrangement will also be subject to the approval of the TSX
Venture Exchange and the Supreme Court of British Columbia. In addition, the
Arrangement will be subject to certain customary conditions and relevant
regulatory approvals, including the extension of validity of certain of Hana's
prospecting licenses by the government of Botswana. The transaction is expected
to close in mid-January 2013.


Cupric currently owns 18,459,310 Hana Shares, or approximately 18.6% of the
issued and outstanding Hana Shares on a fully diluted basis. Following
completion of the Arrangement, Cupric will own 99,493,597 Hana Shares, or 100%
of the issued and outstanding Hana Shares.


Advisors and Legal Counsel

Scotia Capital Inc. is acting as financial advisor to the special committee of
the Board of Directors of the Company and Blake, Cassels & Graydon LLP is acting
as legal counsel to the Company and its Board of Directors. CIBC World Markets
Inc. is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting
as legal counsel to Cupric.


About Hana

The Company has been exclusively engaged in mineral exploration activity in
Botswana since mid-2007, specifically targeting discovery of precious and base
metals. The Company has a controlling interest in Hana Ghanzi Copper (Pty) Ltd.
(formerly Stellent (Proprietary) Ltd.) who in turn controls 5 prospecting
license blocks in Botswana, covering 2,149 square kilometers in area, situated
south of the town of Maun. The Company's single exploration project, the Ghanzi
Copper-Silver Project, is located on this license area.


About Cupric

Cupric Canyon Capital LP, which is owned by its management and the Barclays
Natural Resource Investments division of Barclays, is focused on acquiring
interests in undeveloped copper assets with a known resource and adding value to
them by assisting in the advancement of the projects through the stages of
development, construction and operations. The management of Cupric, all of whom
are former senior executives with major mining companies, including Phelps Dodge
Corporation and its successor, Freeport McMoRan Copper & Gold Inc. (which
acquired Phelps Dodge in 2007), has decades of experience in the exploration,
development, construction and operation of world-class copper assets.


Forward-Looking Statement

Certain information contained in this news release, including any information
relating to the proposed transaction (the "Transaction") and Hana's future
financial or operating performance may be deemed "forward-looking". These
statements relate to future events or future performance and reflect Hana's
expectations regarding the Transaction, and the future growth, results of
operations, business prospects and opportunities of Hana and the combined
company. These forward-looking statements also reflect Hana's current internal
projections, expectations or beliefs and are based on information currently
available to Hana, respectively. In some cases forward-looking information can
be identified by terminology such as "may", "will", "should", "expect",
"intend", "plan", "anticipate", "believe", "estimate", "projects", "potential",
"scheduled", "forecast", "budget" or the negative of those terms or other
comparable terminology. Assumptions upon which such forward looking information
regarding completion of the Transaction is based include that Hana will be able
to satisfy the conditions to the Transaction, that the required approvals will
be obtained from the shareholders and optionholders of Hana, that all third
party regulatory and governmental approvals to the Transaction will be obtained
and all other conditions to completion of the Transaction will be satisfied or
waived. Although Hana believes that the forward-looking information contained in
this news release is based on reasonable assumptions, readers cannot be assured
that actual results will be consistent with such statements. Accordingly,
readers are cautioned against placing undue reliance on forward-looking
information. Hana expressly disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new information,
events or otherwise, except in accordance with applicable securities laws.


Statements in this press release, other than purely historical information,
including statements relating to the Company's future plans and objectives or
expected results, may include forward-looking statements. Forward-looking
statements are based on numerous assumptions and are subject to all of the risks
and uncertainties inherent in resource exploration and development. As a result,
actual results may vary materially from those described in the forward-looking
statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Hana Mining Ltd.
Marek Kreczmer
CEO
(604) 676-0824
info@hanamining.com
www.hanamining.com


Cupric Canyon Capital LP
Lowell Shonk
CEO
(480) 607-6771
ccc@cupriccanyon.com
www.cupriccanyon.com

Hana Mining Ltd. (TSXV:HMG)
Historical Stock Chart
From Jun 2024 to Jul 2024

Hana Mining Ltd. (TSXV:HMG)
Historical Stock Chart
From Jul 2023 to Jul 2024