Toronto, Ontario, February 6, 2015 – Hadley Mining Inc (CSE: HM) (“Hadley” or “the Company”) announces that it has signed a Letter of Intent and proposes to enter into a definitive binding agreement (the “Acquisition Agreement”) to acquire 100% of the issued and outstanding share capital of Vargo Holdings Ltd (“Vargo”) payable by the issuance of 92,500,000 new Hadley shares at a deemed price of CAD$0.28 per share.
Vargo is a Cyprus based private company, which is 100% owned by Acazis AG (“Acazis”) a German based African investment company whose CEO is Patrick Bigger. Vargo owns 90% of Gondar Agro Forestry Corporation (“Gondar”), which owns the Guna State Forest Concession (“Concession”) covering 2,175 hectares of Eucalyptus forest in Ethiopia. The Concession was independently valued on February 3, 2015 at US$36.65M or approximately CAD$46.12M. It is intended that Gondar will commence harvesting the Eucalyptus forest in 2015.
Conditional on closing of the Acquisition Agreement and continued listing of the Company on the CSE, a European Group of investors (“EG”) proposes to enter into a subscription agreement to subscribe for 5,000,000 new Hadley shares at a price of CAD$0.24 per share. Upon signing of the Acquisition Agreement, the CAD$ 1,200,000 subscription funds will be deposited into an escrow account with the Company’s transfer agent, Reliable Stock Transfer Inc. at a Toronto bank until closing. EG will nominate one director to the Board of the Company.
Patrick Bigger, the CEO of Vargo, is an experienced European investment banker having worked in both Switzerland and London for several major international investment banks for over ten years. He has been the CEO of Acazis since June 2009, which he has restructured into a viable Ethiopian based agricultural company. Previously he was CEO of the Swiss company TEGE SA, which later became Mobilezone AG, the largest independent supplier of mobile telephones in Switzerland. He has also been a consultant for companies in the renewable energy sector, including a role as Sales Director of MWB Fairtrade Wertpapierhandelsbank AG, Munich. It is intended that Patrick Bigger will become the CEO of the Company.
Closing of the Acquisition Agreement will be subject to approval of Hadley shareholders and regulatory authorities, and Hadley will propose to change its business to investing in agricultural assets in Africa and its corporate name to Green Assets Africa Inc. The Company intends to complete a 1 for 5 share consolidation, after which there will be approximately 24,500,000 shares issued and outstanding. There is no guarantee that the Acquisition Agreement will close.
Simultaneous with the signing of the Acquisition Agreement, Nebraska Enterprises Ltd a Bahamas company controlled by Patrick Bigger will purchase (pre-consolidation) 1,593,989 Hadley shares from GreenBank Capital Inc and 10,169,021 Hadley shares from Winston Resources Inc, for a total of 11,763,010 Hadley shares, at a price of CAD$0.019128 per share. Nebraska Enterprises Ltd will pay CAD$100,000 upon signing of the Acquisition Agreement and the balance at closing. In the event that the Company’s CSE listing is not maintained subsequent to closing, the price of the shares purchased by Nebraska Enterprises Ltd will be reduced to CAD$0.014346 per share.
Upon closing, Mark Wettreich will retire as a director and officer of Hadley, and Patrick Bigger will be appointed a director and CEO of Hadley. Danny Wettreich will retire as CEO and remain as Chairman and director. Peter Wanner and Paul Cullingham will remain as independent directors and members of the audit committee. Danny Wettreich will thereafter receive a directors’ fee of CAD$5,000 cash per month. A nominee of EG will be appointed a director.
Closing of the Acquisition Agreement will be subject to compliance with any required governmental and securities regulations, and the approval of a majority of Hadley shareholders at a special shareholders meeting.
“I am excited to be working with Patrick Bigger as we move into the African agricultural market.” said Danny Wettreich, Chairman of Hadley.
“I believe that this transaction will provide access to the public markets for expansion capital as we commence our logging operations” said Patrick Bigger, CEO of Vargo.
About GreenBank
Hadley is a Toronto based company listed on the Canadian Securities Exchange and owns the Etamame nickel project, in Northwestern Ontario, Canada.
For more information please see www.HadleyMining.com or contact Danny Wettreich at (647) 931 9784 or dw@hadleymining.com
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Hadley Mining Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. The CSE has not reviewed, approved or disapproved the content of this press release.