NOT FOR DISTRIBUTION TO THE UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Waterloo Resources Ltd. (TSX VENTURE:WAT) ("Waterloo" or the "Company") is
pleased to announce that the Company has entered into an arrangement agreement
dated February 24, 2013 (the "Agreement") with Lowell Copper Inc. ("Lowell
Copper") pursuant to which Waterloo will acquire all of the issued and
outstanding common shares of Lowell Copper (the "RTO").
Lowell Copper Inc. was founded by its President and CEO, J. David Lowell. The
previous two public companies founded by Mr. Lowell are Arequipa Resources Ltd.
(acquired by Barrick Gold for approximately $1.1 billion) and Peru Copper Inc.
(acquired by Aluminum Corporation of China or CHINALCO for $850 million). The
principal asset of Lowell Copper is the "Warintza" property, a copper-molybdenum
porphyry property in Ecuador. In addition, subject to due diligence, Lowell
Copper has entered into an agreement to acquire a copper exploration project in
Chile. In addition to Mr. Lowell being appointed as the Chairman and CEO of the
combined company (the "Resulting Issuer") the Resulting Issuer will also welcome
the addition of David De Witt and Catherine McLeod-Seltzer to the Resulting
Issuer's Board of Directors.
Mr. Lowell, a director and the President and CEO of Lowell Copper, is regarded
as one of the world's most successful geologists whose career includes the
discovery of over 15 large scale mine discoveries. Included in those discoveries
is La Escondida the world's largest copper mine. Mr. Lowell has received over 30
professional awards including induction into the American Mining Hall of Fame,
the National Mining Hall of Fame and the National Academy of Engineering.
Mr. De Witt, a director and the Corporate Secretary of Lowell Copper, is the
founder and Chairman of Pathway Capital Ltd., a private venture capital company
located in Vancouver, British Columbia. Mr. De Witt is formerly a corporate,
securities and mining lawyer. Mr. De Witt has held and holds directorships in a
number of public companies including Arequipa Resources, Peru Copper, Sandstorm
Gold, Sandstorm Metals & Energy and CIC Resources.
Ms. McLeod-Seltzer, a shareholder of Lowell Copper, is currently the Chairman of
the Board of Bear Creek Mining Corp., and is also a Director of Kinross Gold
Corporation and the Chairman of Pacific Rim Mining Corp. Ms. McLeod-Seltzer was
co-founder of both Arequipa Resources and Peru Copper. Ms. McLeod-Seltzer has
raised more than $600 million in working capital for mining exploration in the
past 25 years and has been directly involved in more than $4 billion in
corporate transactions in the mining industry.
Mr. de Groot, Chief Executive Officer of Waterloo commented, "We are extremely
pleased to have negotiated this transaction with Lowell Copper. The Warintza
property is a world-class asset worthy of continued exploration and development.
The addition of Messrs. Lowell and De Witt and Ms. Mcleod-Seltzer to the Company
represents a great step forward in the development of the Company as this team
has an outstanding track record of creating shareholder value".
The Arrangement Agreement sets out the terms of the RTO and the statutory plan
of arrangement (the "Arrangement") involving Lowell Copper and its shareholders,
including, among other things:
-- Waterloo consolidating its share capital on a two-for-one basis (the
"Consolidation") with corresponding adjustments to the Company's
outstanding stock options and warrants;
-- the exchange of common shares of Waterloo for the common shares of
Lowell Copper at a ratio of one post-Consolidation Waterloo common share
for every 1.47 common shares of Lowell Copper;
-- prior to or concurrently with closing of the RTO, completion of the
Concurrent Financing (as defined below); and
-- Waterloo increasing the number of its directors from three to six and
seeking the election of J. David Lowell, David E. De Witt and Catherine
McLeod-Seltzer to the Resulting Issuer's board of directors. The
Company's existing directors, being Messrs. Greg Smith and Marcel de
Groot and Ms. Shannon Shaw will remain directors of the Resulting
Issuer.
It is also anticipated that the Resulting Issuer will change its name to "Lowell
Copper Ltd." upon completion of the RTO.
The Company has currently outstanding 11,280,000 common shares, stock options
exercisable to acquire up to 120,000 common shares and warrants exercisable to
purchase up to 4,370,000 common shares. Assuming no exercise of currently
outstanding convertible securities, it is anticipated that, on a
post-Consolidation basis, the Company will have issued and outstanding 5,640,000
common shares, 60,000 stock options and 2,185,000 warrants for an aggregate of
7,885,000 common shares on a fully-dilluted and post-Consolidation basis.
Assuming no currently outstanding convertible securities of Waterloo are
exercised prior to the closing of the RTO, the issued capital of the Resulting
Issuer is expected to be:
-- approximately 48,497,143 common shares (on a post-Consolidation basis),
of which approximately 11.63% will be held by Waterloo shareholders and
approximately 88.37% will be held by Lowell Copper shareholders, not
taking into account the Concurrent Financing (as defined below); and
-- approximately 55,640,000 common shares (on a post-Consolidation basis),
of which approximately 10.14% will be held by Waterloo shareholders and
approximately 77.03% will be held by Lowell Copper shareholders,
assuming completion of the minimum amount of the Concurrent Financing.
Completion of the RTO is expected to occur by the end of June, 2013 and is
conditional upon, among other things, receipt of all required court, regulatory
and shareholder approvals, including the TSX Venture Exchange ("TSX-V") as well
as the shareholders of both Lowell Copper and Waterloo, and the completion of
the Consolidation and Concurrent Financing.
Fairness Opinion
Deloitte LLP, through Deloitte & Touche Corporate Finance Canada Inc., has
provided an oral fairness opinion to the Special Committee of the Board of
Directors of Waterloo that the consideration to be received by the shareholders
of Waterloo under the transaction is fair, from a financial point of view, to
the shareholders of Waterloo.
Shareholder Meetings
The Company will be calling a meeting of its shareholders to seek approval of
the Consolidation, the RTO and the increase in the number of directors as well
as to nominate for election the three proposed directors as set out above. The
Company will issue an additional press release at the time the Company provides
notice to its shareholders of the meeting and the dissemination of the Company's
management information circular in respect of the shareholders meeting.
Lowell Copper will also be calling a meeting of shareholders to seek approval of
the Arrangement.
Concurrent Financing
The Company will undertake a financing (the "Concurrent Financing") to issue up
to 7,142,857 units of Waterloo (each a "Unit") at a price of $0.70 per Unit for
gross proceeds of $5,000,000. Each Unit will be comprised of one common share of
the Company (on a post-consolidation basis) and one-half of one common share
purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the
holder thereof to acquire one additional common share of the Company for a
period of five (5) years at an exercise price of $1.05.
It is anticipated that the Concurrent Financing will be completed conccurently
or immediately prior to the completion of the RTO and that proceeds from the
Concurrent Financing will be used by the Resulting Issuer for general working
capital and to further the exploration of its mineral properties.
Lowell Copper Inc.
Lowell Copper, which is arm's length to the Company, is a private company
incorporated under the laws of British Columbia, whose principal asset is the
Warintza property, which hosts an exploration stage copper-molybdenum porphyry
deposit located in South-East Ecuador.
Drilling and exploration work was conducted between 1998 and 2006 on the
property. Lowell Copper has been working to re-establish access to the Warintza
property by working to implement community relations programs and negotiations
with the local indigenous communities.
Lowell Copper also has entered into a letter agreement dated February 22, 2013
to acquire an exploration stage property in Chile. Lowell Copper is presently
undertaking a due diligence review of the project and pursuant to the agreement,
Lowell Copper may acquire the property by making certain payments totalling an
aggregate of US$250,000 on before May 1, 2013 to the vendor of the property. The
property is a prospective porphyry copper prospect located in the Antofagasta
region of Chile.
The Warintza Property
The Warintza property is located in southeastern Ecuador, in the province of
Morona Santiago, canton Limon Indanza. It consists of three Metallic Mineral
Concessions ("Concessions") that cover a total of 10,000 hectares. The
Concessions are subject to a 2% net smelter royalty ("NSR") held by Billiton
Ecuador B.V.
There are four known porphyry copper-molybdenum target areas on the Warintza
Concessions. They are Warintza Central, Warintza West, Warintza East and
Warintza South. The four targets are relatively close to each other, all lying
within a 12 kilometre square area centered on Warintza Central.
Three copper zones were considered in the resource estimate: leached, supergene
enriched, and primary. All of the molybdenum mineralization is modeled as
primary, and it spans all three of the copper zones. As mentioned, some
oxidation of molybdenite has been noted in the leached zone, but there has been
no material redistribution of the molybdenum.
The reported inferred resource at a 0.3% Copper Equivalent cutoff has
194,994,000 tonnes grading 0.61% Copper Equivalent. The reported resource is
presented in the table below, along with estimates at other cutoff grades. The
resource is in compliance with Canadian Securities Administrators' National
Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101")
and as well as with the Canadian Institute of Mining, Metallurgy and Petroleum's
"CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines"
("CIM Standards") modified in 2010.
Warintza Property - Inferred Resources
Total Inferred Resources
----------------------------------------------------------------------------
Moly- Moly-
Cutoff Cu Copper Copper bdenum bdenum
CuEq% Tonnes Eq% Cu% (tonnes) (lbs) Mo% (tonnes) (lbs)
----------------------------------------------------------------------------
0.30 194,994,000 0.61 0.42 820,000 1,807,791,000 0.031 60,000 132,277,000
---------------------------------------------------------------------------
0.40 164,102,000 0.65 0.46 760,000 1,675,513,000 0.031 51,000 112,436,000
----------------------------------------------------------------------------
0.50 119,852,000 0.73 0.53 640,000 1,410,958,000 0.032 39,000 85,980,000
----------------------------------------------------------------------------
0.60 87,580,000 0.79 0.59 516,000 1,137,585,000 0.034 30,000 65,784,000
----------------------------------------------------------------------------
0.70 56,867,000 0.87 0.66 373,000 822,324,000 0.036 21,000 46,297,000
----------------------------------------------------------------------------
NOTES:
1. The Warintza Central resource estimate was kriged. Estimates were also
done by nearest neighbour and inverse distance squared.
2. The reported resource estimate uses a 0.30% copper equivalent cutoff.
Copper equivalent assumes an in-situ value ratio of 6 copper to 1
molybdenum.
3. Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Steven Ristorcelli, C.P.G., is the qualified person
under NI 43-101 who has prepared the resource estimate contained in this
news release. Mr. Ristorcelli is independent of Waterloo Resources Ltd.
and Lowell Copper Inc. as defined under NI 43-101.
A NI 43-101 compliant technical report supporting the updated resource is
expected to be filed and available on SEDAR within 45 days.
Unless otherwise specified, Mr. David Lowell, P.Eng is the Qualified Person
under NI 43-101 responsible for the contents of this news release.
Completion of the transaction is subject to a number of conditions, including
TSX-V acceptance and court and shareholder approval. The transaction cannot
close until all requisite 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 management information
circular to be prepared in connection with the transaction, any information
released or received with respect to the RTO may not be accurate or complete and
should not be relied upon. Trading in the securities of Waterloo should be
considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press
release.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the Company's securities in the United States. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act"), or any state securities
laws and may not be offered or sold within the United States or to U.S. persons
unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration is available. Any public offering of securities
in the United States must be made by means of a prospectus that contains
detailed information about the Company and its management, as well as financial
statements
Forward-Looking Statements
This release contains certain "forward looking statements" and certain
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws. Forward-looking statements and information can generally be
identified by the use of forward-looking terminology such as "may", "will",
"expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or
similar terminology. Forward-looking statements and information include, but are
not limited to, statements with respect to the transactions contemplated under
the Arrangement Agreement and RTO, the Concurrent Financing, the requisite
regulatory, court and shareholder approvals in respect thereof and proposed
exploration activities and their timing and potential mineralization.
Forward-looking statements and information are based on forecasts of future
results, estimates of amounts not yet determinable and assumptions that, while
believed by management to be reasonable, are inherently subject to significant
business, economic and competitive uncertainties and contingencies.
Forward-looking statements and information are subject to various known and
unknown risks and uncertainties, many of which are beyond the ability of
Waterloo to control or predict, that may cause Waterloo's actual results,
performance or achievements may be materially different from those expressed or
implied thereby, and are developed based on assumptions about such risks,
uncertainties and other factors set out here in, including but not limited to:
the risk that the RTO will not be approved by the TSX Venture Exchange, the
court and the shareholders of Waterloo and/or Lowell Copper, as applicable;
risks and uncertainties related to the Arrangement not being completed in the
event that the conditions precedent thereto are not satisfied, including
completion of the Concurrent Financing; the inherent risks involved in the
exploration and development of mineral properties; the uncertainties involved in
interpreting exploration data; the potential for delays in exploration or
development activities; the geology, grade and continuity of mineral deposits;
the possibility that future exploration, development or mining results will not
be consistent with the Company's expectations; accidents, equipment breakdowns,
title matters, labor disputes or other unanticipated difficulties or
interruptions in operations; fluctuating metal prices; unanticipated costs and
expenses; uncertainties relating to the availability and costs of financing
needed in the future; the inherent uncertainty of production and cost estimates
and the potential for unexpected costs and expenses, commodity price
fluctuations; currency fluctuations; regulatory restrictions, including
environmental regulatory restrictions; liability, competition, loss of key
employees and other related risks and uncertainties. The Company undertakes no
obligation to update forward-looking information except as required by
applicable law. Such forward-looking information represents management's best
judgment based on information currently available. No forward-looking statement
can be guaranteed and actual future results may vary materially. Accordingly,
readers are advised not to place undue reliance on forward-looking statements or
information.
FOR FURTHER INFORMATION PLEASE CONTACT:
Waterloo Resources Ltd.
Marcel de Groot
(604) 628-1102
(604) 688-0094 (FAX)
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