American Resource Corp. signs acquisition and loan agreements with Northern Orion and Miramar.GREENBRAE, Calif.--(BUSINESS WIRE)--May 5, 1995--American Resource Corp. Inc. (ARC) (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :AREE) and Northern Orion Explorations Ltd. (VSE See DOS/VSE. VSE - Virtual Storage Extended :NNO NNO National Night Out (community crime prevention program) NNO Nordnordost (German; North-North-East) NNO Nord-Nord-Ovest (Italian: North-North-West) NNO Nanophthalmos ) jointly announced the signing of an acquisition agreement whereby ARC's wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. Recursos Americanos Argentinos (RAA RAA Residential Accredited Appraiser (National Association of Realtors) RAA Reinsurance Association of America RAA Reeve Aleutian Airways RAA Regional Airline Association RAA Royal Australian Artillery ) will be acquired by Northern Orion, a Vancouver, B.C., company that is a 52% subsidiary of Miramar Mining Corp. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :MAE). At the close of this agreement, ARC will be a substantial shareholder of Northern Orion. The acquisition will result in Northern Orion adding RAA's five Argentine projects, most of which are at advanced stages of exploration, to its existing portfolio interests in over 30 mining properties in Argentina. "Uniting these two organizations," stated Tony Wicks, president and chief executive officer of ARC, "makes the newly enlarged Northern Orion a very significant natural resource business in Latin America. Shareholders of both companies benefit from this agreement. ARC will, through its interest in Northern Orion, continue to benefit from the expected growth and value of its properties being developed in conjunction with Northern Orion's own considerable Argentine holdings." Under this agreement, ARC will receive 15 million Northern Orion shares, which will represent a considerable increase in value on ARC's balance sheet over the book value of RAA. In a separate transaction, Miramar Mining Corp. (Miramar), has agreed to lend to ARC $10 million (Canadian). Full funding and the term of the loan are dependent on completion of the Northern Orion agreement. As security for this loan, ARC has agreed to pledge to Miramar, among other assets, all of the RAA shares and, if these shares are exchanged for Northern Orion shares, to pledge these. While the loan is outstanding, the Northern Orion shares owned by ARC would be subject to a voting agreement with Miramar, which would also have a right of first refusal Right of First Refusal In general, the right of a person or company to purchase something before the offering is made available to others. Notes: For example, a football team may have the right of first refusal on a player's contract. at market price on any sale of those shares by ARC. The agreements between Northern Orion, Miramar and ARC are subject to the respective companies completing their due diligence and all required regulatory approvals. American Resource Corp. Inc. is a gold and copper exploration, development and mining company headquartered in Greenbrae with mineral property interests in Argentina, Uruguay and the United States. CONTACT: American Resource Corp. Inc., Greenbrae Stephen N. Anderson, 415/461-6868 |
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