Mansfield-Martin Exploration Mining and ZB Capital , a private Swiss company, announced their execution of a Memorandum of Understanding to effect Mansfield-Martin’s acquisition of the majority of the issued and outstanding shares of EuroGas AG, a Swiss public company.
In order to acquire majority of EuroGas AG from ZB Capital AG, Mansfield-Martin will increase its authorized capital to permit the issuance of the necessary shares it will issue to ZB Capital AG in the transaction. The companies also announced plans to commence a comprehensive drilling program on Mansfield-Martin’s properties in the Tombstone Mining District and exploratory activities on its valuable silver properties in Idaho utilizing financing from ZB Capital’s European banking partners immediately after the share transaction between both companies is completed.
EuroGas AG is currently actively involved in the development of substantial gold exploration activities in Western-Ukraine as well as commencing exploration on its approximately 2mm hectare diamond concession in the Ukrainian Shield. In addition, EuroGas is continuing its legal efforts to assess and collect a claim against the Slovak Republic. EuroGas’ claims are being prosecuted through international arbitration proceedings at the World Bank’s ICSID unit in Washington D.C. and seek damages of in excess of $1b arising from the Republic’s allegedly illegal expropriation of EuroGas’ interest in one of the largest and purest talc deposits in the world, located in Gemerska Poloma, Slovak Republic.
EuroGas AG’s Chief Executive Officer and Chairman of the Board, Wolfgang Rauball, stated: “The EuroGas Group has a long history of interest in Mansfield-Martin’s properties in Arizona’s Tombstone Mining District and in Idaho. These are excellent prospects worthy of comprehensive development for precious metal recovery. The combination with Mansfield-Martin will allow EuroGas to expand from its world-class European mining property portfolio into the well-established US mining portfolio of Mansfield-Martin and to partner with its proven management team. Last year, US District Judge David Nuffer rejected claims by Tombstone Exploration Corporation and its CEO Alan Brown against EuroGas, myself and Mr. Bauska. These matters are now completely resolved and it is time for us to reenter the US markets together.”
John T. Bauska, Mansfield-Martin President, added: “There is great value here for Mansfield-Martin’s shareholders. Not only are we adding the value of EuroGas’ excellent mining properties in Europe but also the potential multi-billion dollar ICSID World Bank Arbitration claim against the Slovak Republic. Our combined companies will now be able to also tap into ZB Capital’s extensive financial network in Germany and Switzerland in order to fund our ambitious expansion and development plans.”
The share exchange ratio and timing of the merger transaction will be dependent on the parties’ completion of mutual investigations and consultations between US and Swiss audit teams and other financial professionals, and will be fully disclosed when the material definitive agreement is finalized. The companies expect to seek OTCQB qualification immediately, along with qualification for Canadian and European exchanges to reflect the value and international character of their business and facilitate trading in the shares for European institutional and retail investors.
Source: Company Press Release