Dear Interested Parties and Shareholders
The Business Combination announced April 3, 2008 is clear to us but this is a result of several months of work directly involved with it and knowledge of the entire history and agreement text.
The full text of the agreement can be expected to be SEDAR filed by Duran Ventures and MacMillan Gold after it has received formal board approval at meetings of each board being scheduled now.
The Business Combination was initiated by Duran with a desire to get 100% of the Peru properties into one company.
The full board of Duran on March 6, 2008 authorized the then three non-executive board members authority to negotiate and enter into a binding agreement subject to shareholder approval.
The three non-executive directors of Duran represent a majority vote on the board of Duran (3 of 5 with me abstaining due to declared conflict of interest).
The agreement was negotiated with the three non-executive directors of MacMillan Gold also representing a majority vote on the board of MacMillan. (3 of 3 with me abstaining due to conflict of interest up to March 31, 2008 AGM and now 3 of 3 with me no longer a director of MacMillan). This indicates a very clear resolve by the voting majority of each board to be able to deliver a Board recommendation to the shareholders of each company to vote in favour of the Business Combination.
This agreement if completed removes the infamous 5% NSR that has been talked about by people with little knowledge of what it was.
The 5% NSR was a right negotiated by MacMillan when they first optioned the property to Duran.
It allowed MacMillan to choose not to proceed in Peru at any time after Duran earned 50% by simply giving Duran 100% and taking a 5% NSR.
When MacMillan optioned the property to Duran, our business model was not Peru exploration nor copper-moly.
The obvious increase in price and market interest in copper and moly since the original deal in June 2003 has made MacMillan more interested in the work and results of Duran’s work in Peru.
The board of MacMillan consider the Peru properties to be major assets of MacMillan belonging to our shareholders.
We would not have entered into this agreement if our shareholders did not come out of the agreement still owning their slightly greater than 50% of the Peru properties.
This Business Combination takes the 50%+ of Peru currently owned by MacMillan shareholders in MacMillan and simply converts it into 50%+ of Peru properties owned in New Duran shares instead.
We refer to New Duran because the final name and jurisdiction of the Combined Business has yet to be determined.
We feel that the Peru properties have great merit and great potential however they were not receiving the same market value in MacMillan as they were in Duran.
After this Business Combination it will be impossible for the markets to value a 1 Duran share converted to 1 New Duran share for any less than the value of 2 MacMillan shares converted into 1 New Duran share.
The fully diluted share ratio of MacMillan receiving 52% of New Duran and Duran receiving 48% of New Duran actually breaks down to only 2% being given to MacMillan by Duran for MacMillan terminating the right to the NSR, giving up any share interest in Duran, giving up the right to invest in Duran for 2 years, and giving up shared board and management control of Peru. (Duran 50% less 2% to MacMillan = 52% to MacMillan)
MacMillan has also agreed to match the Duran working capital into New Duran. (i.e. if Duran go into New Duran with $2,000,000 working capital so does MacMillan).
There is a second aspect that will benefit MacMillan shareholders that is a separate part from the Business Combination.
The shareholders of MacMillan approved a transaction on March 31, 2008 where we will move the MacMillan Mexico properties and all the working capital not required to match the Duran working capital above into Mexico Newco. The current shareholders of MacMillan will also receive 1 share of Mexico Newco for each 2 current shares of MacMillan.
The market has valued MacMillan Gold for not less than $0.25 for the past several years based on our Mexico properties before value was added for Peru.
This minimum price dates back to before our positive drill results in the past year at La Mus, El Zafiro, and Realito.
It also dates back to periods when the MacMillan working capital was a negative amount!
We look forward to seeing the market set a new value for MacMillan Mexico.
The lawyers for each company will work with management of each company to prepare a joint information circular as soon as possible which will be mailed to all shareholders of Duran and MacMillan to seek shareholder approval from each group. This is expected to occur this quarter.
The agreement provides for an In Trust of $300,000 ($150,000 from each company).
This is an estimate of the cost to advance the process to required shareholder approval by both companies.
If one company gets shareholder approval and the other does not, this money goes to the company that did get approval as compensation for the costs incurred by them.
If both get approval, or if both do not get approval, each company gets their $150,000 back and move forward.
The agreement also provides for an In Trust Break Fee of $750,000 ($375,000 from each company).
This money is a form of penalty to be given to the company that has done everything required to complete the transaction if the other company does not complete their required portion of the Business Combination.
This money can also be claimed by either company if the board of the other company changes by 50% or more of directors.
If the three nominees named in the “Dissident Information Circular” by the group called “Concerned Shareholders” had been appointed to the board of MacMIllan on March 31, 2008 at the AGM, Duran would have the right at their sole discretion to take the $750,000 and not be obligated to complete the Business Combination.
Likewise, if more than 50% of the Duran board are replaced at an AGM or shareholder meeting, MacMillan have the right to take the $750,000 and not be obligated to do the Business Combination.
This clearly indicates that this agreement has been completed between two joint venture partners and boards who have worked together and trust each other.
Niether board want to be forced into a Business Combination with new directors that are either unknown and unproven to us or that could have ethics and business practises that the current directors have no desire to be involved with.
Hope this helps clarify the news release.
George A Brown
CEO
MacMillan Gold Corp.