VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/25/13 -- 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.