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Background to the Transaction
Over the last few years, the Corporation has endeavoured to find sources of funding in order to enable it continue its exploration activities on the Property. However, despite some limited successes in completing private placements of securities, in August 2013, as a result of the then-prevailing capital market conditions, the Board determined that adequate funding to continue the operations of the Corporation may not be available, either at all or on terms
acceptable to Board. Consequently, the Board began considering various strategic alternatives for the Corporation (the “Strategic Review”), potentially including a sale of the Corporation’s assets. The Corporation retained Cairn Merchant Partners LP (“Cairn”) as its financial advisor on May 7, 2013 and issued various press releases between August 2013 and June 2014 with
respect to the Strategic Review.
Following August 2013, several interested parties entered into confidentiality agreements and conducted preliminary due diligence in regard to the Property. Certain prospective parties visited the Property and entered into discussions with the Corporation regarding possible transactions. None of these discussions resulted in any formal agreements and each of these parties either notified the Corporation that it would not proceed with the discussions or otherwise did not continue discussions.
In early July 2014, the Corporation received an expression of interest from Prophecy Coal regarding the possible acquisition of the Property. After a series of discussions between the Corporation and Prophecy Coal, the parties entered into a confidentiality agreement on August 11, 2014 and in the following weeks, Prophecy Coal was provided with access to the Corporation’s data room to conduct its due diligence review of the Property.
During the month of August 2014, Prophecy Coal submitted two non-binding letters of intent to the Corporation. However, it was decided between management of the parties that Prophecy Coal would complete a site visit in Bolivia and following the successful completion of such site visit, the parties would enter into negotiations with respect to a binding letter agreement.
Between September 18, 2014 and September 24, 2014, representatives of Prophecy Coal attended the Property to complete a site visit. On September 29, 2014, a binding letter agreement was received by the Corporation from Prophecy Coal. On September 30, 2014, the Board, along with its financial advisor, Cairn, held a meeting to review the binding proposal from Prophecy Coal and management of the Corporation was authorized to enter into further
negotiations with Prophecy Coal.
Between September 30, 2014 and October 13, 2014, the parties entered into a series of negotiations based on the binding letter agreement. The Board, along with its financial advisor, Cairn, met on October 14, 2014 to consider the letter agreement. At this time, Cairn determined that, in its opinion, as at October 14, 2014, and subject to various assumptions and limitations, the Consideration to be received by the Corporation in connection with the Proposed
Transaction is fair, from a financial point of view, to Shareholders.
On October 15, 2014, the Corporation put out a press release announcing the terms of the binding letter agreement entered into between the parties.
Between October 15, 2014 and November 3, 2014, the parties, along with their respective legal and financial advisors, entered into negotiations with respect the Definitive Agreement. On December 3, 2014, the parties agreed to amend the Definitive Agreement to include ASC Holdings Ltd. as a “Subsidiary” and therefore part of the sale under the Proposed Transaction.
Management of the Corporation consulted with the directors, officers, consultants and such legal, tax and other professional advisors of the Corporation and its Subsidiaries as was determined to be necessary. In addition, the Corporation consulted both Canadian and Bolivia legal counsel and management with respect to the Transaction.
On November 3, 2014, Cairn rendered its fairness opinion (the “Fairness Opinion”) to the Board of Directors of Apogee in which Cairn determined, it its opinion, as at November 3, 2014, and subject to various assumptions, matters considered and limitations set forth in the Fairness Opinion, that the Consideration to be received by the Corporation is fair, from a financial point of view, to the Shareholders.
After considering the factors summarized above, together with the factors considered relevant by the Board based on their expertise and knowledge concerning the business and affairs of the Corporation and the circumstances surrounding the Proposed Transaction, the Board unanimously recommended that the Corporation enter into the Definitive Agreement and approve the Proposed Transaction. As a result, the Board recommends that Shareholders vote in favour of the Transaction.
Background to the Transaction
Over the last few years, the Corporation has endeavoured to find sources of funding in order to enable it continue its exploration activities on the Property. However, despite some limited successes in completing private placements of securities, in August 2013, as a result of the then-prevailing capital market conditions, the Board determined that adequate funding to continue the operations of the Corporation may not be available, either at all or on terms
acceptable to Board. Consequently, the Board began considering various strategic alternatives for the Corporation (the “Strategic Review”), potentially including a sale of the Corporation’s assets. The Corporation retained Cairn Merchant Partners LP (“Cairn”) as its financial advisor on May 7, 2013 and issued various press releases between August 2013 and June 2014 with
respect to the Strategic Review.
Following August 2013, several interested parties entered into confidentiality agreements and conducted preliminary due diligence in regard to the Property. Certain prospective parties visited the Property and entered into discussions with the Corporation regarding possible transactions. None of these discussions resulted in any formal agreements and each of these parties either notified the Corporation that it would not proceed with the discussions or otherwise did not continue discussions.
In early July 2014, the Corporation received an expression of interest from Prophecy Coal regarding the possible acquisition of the Property. After a series of discussions between the Corporation and Prophecy Coal, the parties entered into a confidentiality agreement on August 11, 2014 and in the following weeks, Prophecy Coal was provided with access to the Corporation’s data room to conduct its due diligence review of the Property.
During the month of August 2014, Prophecy Coal submitted two non-binding letters of intent to the Corporation. However, it was decided between management of the parties that Prophecy Coal would complete a site visit in Bolivia and following the successful completion of such site visit, the parties would enter into negotiations with respect to a binding letter agreement.
Between September 18, 2014 and September 24, 2014, representatives of Prophecy Coal attended the Property to complete a site visit. On September 29, 2014, a binding letter agreement was received by the Corporation from Prophecy Coal. On September 30, 2014, the Board, along with its financial advisor, Cairn, held a meeting to review the binding proposal from Prophecy Coal and management of the Corporation was authorized to enter into further
negotiations with Prophecy Coal.
Between September 30, 2014 and October 13, 2014, the parties entered into a series of negotiations based on the binding letter agreement. The Board, along with its financial advisor, Cairn, met on October 14, 2014 to consider the letter agreement. At this time, Cairn determined that, in its opinion, as at October 14, 2014, and subject to various assumptions and limitations, the Consideration to be received by the Corporation in connection with the Proposed
Transaction is fair, from a financial point of view, to Shareholders.
On October 15, 2014, the Corporation put out a press release announcing the terms of the binding letter agreement entered into between the parties.
Between October 15, 2014 and November 3, 2014, the parties, along with their respective legal and financial advisors, entered into negotiations with respect the Definitive Agreement. On December 3, 2014, the parties agreed to amend the Definitive Agreement to include ASC Holdings Ltd. as a “Subsidiary” and therefore part of the sale under the Proposed Transaction.
Management of the Corporation consulted with the directors, officers, consultants and such legal, tax and other professional advisors of the Corporation and its Subsidiaries as was determined to be necessary. In addition, the Corporation consulted both Canadian and Bolivia legal counsel and management with respect to the Transaction.
On November 3, 2014, Cairn rendered its fairness opinion (the “Fairness Opinion”) to the Board of Directors of Apogee in which Cairn determined, it its opinion, as at November 3, 2014, and subject to various assumptions, matters considered and limitations set forth in the Fairness Opinion, that the Consideration to be received by the Corporation is fair, from a financial point of view, to the Shareholders.
After considering the factors summarized above, together with the factors considered relevant by the Board based on their expertise and knowledge concerning the business and affairs of the Corporation and the circumstances surrounding the Proposed Transaction, the Board unanimously recommended that the Corporation enter into the Definitive Agreement and approve the Proposed Transaction. As a result, the Board recommends that Shareholders vote in favour of the Transaction.
