MELIOR RESOURCES INC. ANNOUNCES PROPOSED ACQUISITION OF 100% OF BELRIDGE ENTERPRISES PTY LTD AND CHANGE OF BUSINESS
Melior Resources Inc. has entered into a share sale and purchase agreement dated as of March 31, 2014, with respect to the acquisition of 100 per cent of the issued and outstanding shares of Belridge Enterprises Pty. Ltd. Belridge is an Australian incorporated company which owns the Goondicum ilmenite project located in Queensland, Australia. The proposed transaction will constitute a change of business transaction of the corporation in accordance with Policy 5.2 of the exchange.
A presentation detailing the proposed transaction can be found on Melior's website.
## 100-per-cent all-share acquisition of Belridge; ## Melior to issue 38.1 million shares at closing representing 18.0 per cent of the corporation on a pro forma basis; ## Residual earn-out payment of up to an additional 38.1 million shares due on achievement of certain predetermined share price levels significantly in excess of Melior's current share price; ## Melior to invest up to $15-million (U.S.) in the restart of the operation.
## High-quality ilmenite and apatite (phosphate rock) project, well positioned to leverage growing demand for titanium dioxide, as well as benefit from increasing agricultural demand for fertilizers; ## Resource base of 1.9 million tonnes of indicated and 1.93 million tonnes of inferred in situ ilmenite resources with significant opportunities to grow the resource base further through near-mine exploration; ## Formerly operating project, currently on care and maintenance, expected to allow for quick and cost-effective restart; ## In excess of $120-million (Australian) of historical invested capital previously spent on infrastructure and process plant equipment; ## Project is strategically located in Australia, close to high-growth Asian markets; ## High-quality ilmenite product well understood and accepted by customers, with over 61,000 tonnes having been previously supplied to customers; ## Project provides Melior a unique and relatively low-risk opportunity to become a mid-sized producer of quality ilmenite; ## Successful restart of Goondicum will provide a strong platform allowing consideration of further growth opportunities.
Melior to hold second Belridge conference call April 14
2014-04-09 17:53 ET - News Release
Mr. Thomas Masney reports
MELIOR RESOURCES INC. CONFERENCE CALL WITH RESPECT TO PROPOSED ACQUISITION OF 100% OF BELRIDGE ENTERPRISES PTY. LTD.
Melior Resources Inc. will hold a second conference call to discuss the transaction announced in its March 31, 2014, press release on April 14, 2014, at 12 p.m. EST, to allow additional shareholders to participate.
A conference call to discuss this transaction will be held on April 14, 2014, at 12 p.m. EDT.
The conference call information is as set out in the attached table.
Melior target Belridge buys 1.01% royalty on Goondicum
2014-05-05 13:27 ET - News Release
Mr. Charles Entrekin reports
MELIOR RESOURCES INC. SUCCESSFUL BUY-OUT OF GOONDICUM ROYALTY AND INCREASE OF BELRIDGE LOAN FACILITY
Melior Resources Inc.'s takeover target Belridge Enterprises Pty. Ltd. has entered into an agreement to repurchase a 1.0125-per-cent royalty from Goody Investments Pty. Ltd. on the gross income from all ilmenite and apatite sold from the Goondicum project. Goody will maintain a royalty interest over other minerals on the property. Belridge will pay Goody $600,000 for the royalty interest.
The purchase of the royalty by Belridge will be financed through the extension of the existing short-term financing facility between Melior and Belridge. The loan has been increased by a further $900,000, to a total of $1.4-million, to include the payment of the royalty and to finance continuing operational costs through to closing of acquisition of Belridge, as detailed in a press release of March 31, 2014.
Charles Entrekin, chairman and chief executive officer of Melior, commented, "We are very pleased with the purchase of the royalty interest in the Goondicum project which is an important milestone in lowering the overall cost structure of the business.
"We have made significant progress toward the closing of the potential transaction and look forward to being able to start the redevelopment of the Goondicum operation in the near future."
Melior Resources Inc Symbol C : MLR Shares Issued 211,468,945 Close 2014-05-14 C$ 0.135 Recent Sedar Documents View Original Document
Melior Resources change of business
2014-05-16 17:01 ET - Major Transaction Completed
The TSX Venture Exchange has accepted for filing the company's change of business, which includes the acceptance of the share sale and purchase agreement dated March 31, 2014, between Melior Resources Inc., Melior Australia Pty. Ltd. (wholly owned subsidiary of the company), and Belmont Park-Monto Pty. Ltd., Panorama Ridge-Monto Pty. Ltd. and Sashimi Investments Pty. Ltd., with respect to the acquisition of 100 per cent of the issued and outstanding shares of Belridge Enterprises Pty. Ltd. Belridge is an Australian incorporated company which owns the Goondicum ilmenite project located in Queensland, Australia.
In consideration of the acquisition of 100 per cent of the issued and outstanding shares of Belridge, the company will issue to the vendors:
## 38,087,971 shares of the company at completion date; ##Up to an additional 38,087,971 shares of the company as earn-out consideration if certain conditions are met in the future.
The company will pay to Element Capital Management Pty. Ltd., the sum of $250,000 (Australian) as a settlement sum in connection with the agreement (finder's fee) between Belridge and Element dated July 25, 2013.
The company is classified as an exploration and mining company.
Capitalization: Unlimited shares with no par value, of which 211,468,945 shares are issued and outstanding
MELIOR RESOURCES INC.: MINERAL COMMISSIONING TO COMMENCE AT THE GOONDICUM ILMENITE MINE
Melior Resources Inc. has started mineral commissioning of the upgraded and expanded site processing facilities at the Goondicum mine.
## Mineral commissioning commenced on April 7, 2015, with ramp-up to target capacity of approximately 200,000 tonnes per annum continuing into the second half of 2015. ## Site components of the restart project completed on budget and ahead of schedule.
Project and operation
The total project has been completed on budget and ahead of the planned eight-month construction period. The total cost for the on-site upgrade and expansion of the process plant was $7.6-million (Australian) (budgeted expenditure $7.74-million (Australian)). The project consisted of an upgrade of the existing processing facilities to enhance product quality, increase plant recovery and availability, as well as expanding the processing capacity by approximately 50 per cent to 2.8 million tonnes per annum. Commissioning is expected to continue for up to six months before target production capacity of approximately 17,000 tonnes per month of ilmenite is expected to be achieved. The operation is quickly building up to its anticipated employment complement of 50 personnel, with around 30 additional personnel working with associated contractors.
Eastern access road
The new mine access road is approximately 25 per cent complete with approximately 4.8 kilometres of the total 19-kilometre length successfully built to date. When complete the road will reduce the haulage distance from the mine to Gladstone port by approximately 100 kilometres. The remainder of the road is currently undergoing final engineering design. Additionally, follow-up environmental documentation and survey work have been requested by the Australian Commonwealth Department of Environment to comply with permitting requirements. Melior is working through these requests; however, completion of the road cannot occur until this work has been completed to the department's satisfaction. For the foreseeable future, product will be hauled to the port through the existing access road, with the first 6,000-tonne ilmenite shipment bound for Japan scheduled for loading in the second half of May. The historically low oil prices significantly mitigate the impact of the use of the existing, longer haul road.
The global market for titanium feedstocks, including ilmenite, remains subdued. Over the last year there has been a significant volume of new supply enter the market through newly commissioned projects and this will likely take some time to be absorbed before any United States-dollar price improvement can be expected. However, the depreciating Australian dollar is partially offsetting this market softness for Australian producers. Melior will continue to monitor the market as the Goondicum operations moves through commissioning into production.
Melior has an exclusive marketing agreement with Sojitz Corp., a major Japanese trading company, for all of its ilmenite sales into Japan and Korea and is now finalizing an exclusive arrangement into China with Sojitz. In addition to this, Melior has letters of intent signed with Chinese pigment producers through Sojitz and it intends to advance these letters of intent to firm sales contracts over the next few months as ilmenite operation production builds up.
The terms of a 5,000-tonne trial cargo of phosphate rock are also in the process of being finalized with an offshore customer, with this shipment expected to occur during third-quarter 2015.
Chief executive officer Mark McCauley commented, "Melior is making the transition to a fully fledged producer and marketer of quality ilmenite and phosphate rock products, which should be reflected in a positive financial outcome for fiscal-year 2016."
TORONTO, Dec. 20, 2016 /CNW/ - Melior Resources Inc. ("Melior" or the "Company") (TSXV:MLR) is pleased to announce that it has closed its previously announced non-brokered private placement (the "Private Placement"). An aggregate of 60,000,000 common shares ("Common Shares") of the Company were issued at C$0.03 per Common Share for gross proceeds of C$1.8 million. The Private Placement was originally announced on December 14, 2016. Mark McCauley, the Chief Executive Officer of the Company commented "This capital raising provides Melior with a strong platform from which it can move forward during the first quarter of 2017. The focus over the next six months will be to find an appropriate strategic partner for the Goondicum mine and to continue to assess the prospective potential of Melior's unique Browne Metallurgical Process which looks to upgrade ilmenite to a higher TiO2 concentration." The subscriptions by Pala Investments Limited ("Pala") and Takota Asset Management Inc. ("Takota") constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 ? Protections of Minority Security Holders in Special Transactions ("MI 61-101"). The Board of Directors of Melior (the "Board"), acting in good faith, and the independent members of the Board, acting in good faith, determined that the Company is in serious financial difficulty, that the Private Placement is designed to improve the Company's financial position and that the terms of the Private Placement and Pala and Takota's subscription for Common Shares thereunder are reasonable in the Company's circumstances. As such, Melior has relied on the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101 on the basis of financial hardship. Pursuant to the Private Placement, Pala, Belmont Park Investments Pty Ltd., Panorama Ridge Pty Ltd. and Takota received 36,666,667, 8,333,333, 8,333,333 and 6,666,667 Common Shares respectively and now hold 131,194,865, 26,877,149, 26,877,149 and 35,426,134 Common Shares respectively (representing approximately 48%, 9.9%, 9.9% and 13% of the issued and outstanding Common Shares respectively). The TSX Venture Exchange ("TSXV") has granted listing approval of the Common Shares issued under the Private Placement subject to final acceptance. Such Common Shares are subject to resale restrictions pursuant to applicable Canadian securities laws and requirements, as well as stock exchange rules, until April 21, 2017.