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TORONTO, ONTARIO--(Marketwired - Mar 24, 2016) - Inter-Rock Minerals Inc. (TSX VENTURE:IRO) ("Inter-Rock") announces that its wholly-owned Colorado subsidiary, MIN-AD, Inc. ("MIN-AD"), through a newly formed single member LLC, Papillon Agricultural LLC, has executed an agreement (the "Agreement") with Papillon Agricultural Company Inc. ("Papillon") pursuant to which Inter-Rock has purchased all of the issued and outstanding shares (the "Papillion Shares") of Papillon (the "Transaction").
MIN-AD currently supplies a high quality dolomite to the United States beef and dairy cattle feed industry. Papillon has been in business since 1983 and supplies, markets, and distributes specialty nutritional supplements to the dairy feed industry. Papillon markets its own line of high quality proteins and rumen probiotic and yeast products and also acts as a distributor of MIN-AD's products. The acquisition of Papillon will give MIN-AD access to other specialty dairy feed products and provide sales and marketing synergies to both organizations.
Pursuant to the Agreement, Inter-Rock has purchased the Papillon Shares for an all-cash purchase price of US$5,554,000, subject to customary closing conditions (including receipt of regulatory approvals, including the approval of the TSX Venture Exchange). Inter-Rock is required to pay the amount of US$2,055,400, of which US$1,500,000 will be financed by a term bank loan. The balance of US$3,498,600 is being financed by the current shareholders of Papillon and is due on the third anniversary of closing. The bank term loan has an interest rate of 4.75% and is secured by the receivables of Papillon; the seller note is subordinated to the bank loan and has an interest rate of 5.75%. No common shares or other securities of Inter-Rock will be issued in connection with the transaction.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the completion and expected timing of the Transaction and the receipt by Inter-Rock of the financing necessary to satisfy the payment of the purchase price.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to Inter-Rock or Papillon's inability to satisfy a condition precedent to the completion of the Transaction (including obtaining the necessary regulatory approvals), other risks related to the completion of the Transaction and risks related to the inability of Inter-Rock to perform its obligations under the Agreement, as well as certain other risks set out in Inter-Rock's public documents, including its management's discussion and analysis dated August 18, 2015, filed under Inter-Rock's profile on SEDAR at www.sedar.com.
The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of Inter-Rock based on information currently available to Inter-Rock. In connection with the forward-looking information contained in this press release, Inter-Rock has made assumptions about: its business, the economy and Inter-Rock's industry in general as well as Papillon's ability to complete the Transaction and to perform its obligations under the Agreement. Inter-Rock has also assumed that no significant events occur outside of its normal course of business. Although Inter-Rock believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Inter-Rock disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
Inter-Rock Minerals Inc.
Michael B. Crombie, Ph.D.