Olympus Pacific Minerals Inc.

Olympus Pacific Minerals Inc.

November 24, 2006 17:17 ET

Olympus' Intended Takeover Offer for ASX Listed, Asian Regional Explorer Zedex Minerals Limited

TORONTO, ONTARIO--(CCNMatthews - Nov. 24, 2006) - Olympus Pacific Minerals Inc. (TSX:OYM) -


- Olympus advises its intention to make off market, all equity offer for Zedex Minerals Limited.

- Lock up agreements in place for 37% of Zedex.

- Enlarged company will seek shareholder approval to be renamed Olympus Gold Inc.

- Acquisition will reposition Olympus as major regional explorer active on at least 6 world scale exploration projects in Vietnam, Australia, Malaysia, and the Philippines.

Olympus Pacific Minerals Inc. ("Olympus" or the "Company") is pleased to announce that it intends to make an off-market, all equity takeover offer for Australian Stock Exchange-listed exploration company Zedex Minerals Limited (ASX:ZDX) ("Zedex"). The proposed acquisition of the other main Vietnamese gold explorer represents a significant step forward in Olympus' growth strategy of becoming a major Southeast Asian focused gold player. It will significantly bolster Olympus' exploration pipeline and provide further diversification in geographical, political, and resource terms as well as adding valuable management resources, reducing market confusion, and reinforcing the Company's objective of becoming a premier SE Asian focused gold company.

The off-market, all equity offer will comprise one Olympus share and 0.25 Contingent Right (as defined below) for every three Zedex shares, with all convertible security holders being treated similarly. It is intended that the offer will be for 100% of Zedex. On completion of the takeover, Olympus intends to be listed on both the TSX and the ASX and shareholder approval will be sought to rename the company, Olympus Gold Inc.

Assuming successful completion, there will be a cancellation of 26.9 million shares currently held by Zedex in Olympus as well as the 2% royalty held by Zedex over Olympus' Bong Mieu project.

As a consequence, Olympus will increase the number of its issued shares by 19.2 million to 183 million (fully diluted to 251 million) and its ordinary shares will be held as to Olympus shareholders 74.61% and Zedex shareholders 25.39% (Zedex currently holds 16.44%).

Olympus has reached agreement with certain key shareholders of Zedex and 37% of Zedex's shares, including those associated with the Seton family, have been made the subject of lock-up agreements under which, those holders of Zedex securities have agreed to accept the takeover offer.

Zedex is an Australasian-focused exploration company with interests in a number of gold and base metals projects in Vietnam, Malaysia, and Australia.

In Vietnam, Zedex has numerous projects of which Tien Thuan and Ban Phuong are of particular interest, due to their world-scale exploration potential for copper, gold, and molybdenum.

In Malaysia, Zedex has a joint venture over the considerable Bau Gold Field which has estimated past production in excess of 3,000,000 oz from primitive mining techniques. The Company believes the project is highly prospective for large scale epithermal and Carlin style deposits. Canada's Cameco reportedly invested approximately $20,000,000 in the project area in the mid-90s.

At Enmore in Australia, Zedex has programs underway testing this historic goldfield which contains 39 historic hard rock mines.

Company Chairman, David Seton, said he was extremely excited about the proposed acquisition. "The alignment of our interests into Olympus will form a very powerful company. We now have extraordinary skills and depth in our management team, and we are looking forward to making the discoveries that will make us a great company. These new projects, which are extremely complementary to our growing projects at Bong Mieu, Phuoc Son, and Capcapo (Northern Philippines) are truly significant acquisitions for us. We now have the people and the assets to achieve our goal of being a significant force in the region."

Further details of Zedex's projects can be seen at www.zedex.com.au.

The financial advisers to the Independent Committee of the Board of Olympus in respect of the potential acquisition are Blair Franklin Capital Partners Inc. of Toronto, who have provided their opinion that the consideration offered to Zedex shareholders is fair, from a financial point of view, to the common shareholders of Olympus, other than Zedex.

The legal advisers to the Independent Committee of the Board are Fraser Milner Casgrain LLP of Toronto.

The Company's legal advisers are Buddle Findlay in New Zealand, Blakiston Crabb in Australia and Gowling Lafleur Henderson LLP in Canada.

Proposed Offer Terms

Olympus' offer for Zedex shareholders is intended to be as follows.

1. Shareholders: Three Zedex shares exchanged for one Olympus share and 0.25 listed Contingent Right (exercisable at C$0.90 upon achievement of threshold as below) ("Contingent Right").

2. Listed Options: Three Zedex listed options exchanged for one listed Olympus option exercisable at A$0.60 prior to 30 November 2008 for:

(a) One Olympus share; and

(b) 0.25 Contingent Right.

3. Lender Options: Three lender options exchanged for one unlisted Olympus option exercisable at A$0.60 prior to 30 February 2008 for:

(a) One Olympus share; and

(b) 0.25 Contingent Right.

4. Management Options: Three management options exchanged for one unlisted Olympus option exercisable at $0.75 prior to 30 June 2009 for:

(a) One Olympus share; and

(b) 0.25 Contingent Right.

5. Contingent Rights - Terms and Threshold: Exercisable for a three-month period from 31 December in each year at C$0.90 upon achievement by Olympus of 2.5 m oz of proven and probable reserves of gold or gold equivalent (as defined in National Instrument 43-101 of the Canadian Securities Administrators), but with a requirement to refer any property with 750,000 oz of gold in the Measured, Indicated & Inferred category to internal review for progression to feasibility study) from Eligible Properties as defined below ("Threshold"). An application will be made to have the Contingent Rights listed. Eligible Properties means all Olympus' properties:

(a) Excluding Bong Mieu or Phuoc Son or additional development or production stage properties subsequently acquired;

(b) But including any subsequently acquired exploration stage properties (including through JV).

The Contingent Rights expire worthless if either:

(a) On 31 December 2011 the Threshold has not been met; or

(b) Holders do not exercise their Contingent Rights within three months of 31 December in the year of the public announcement by Olympus that the Threshold has been met.

The offer will be subject to 90% acceptance from Zedex shareholders (at which point Olympus can compulsorily acquire the balance of Zedex shares) and other normal and requisite regulatory conditions.

Indicative Timetable

Full takeover documentation in accordance with the New Zealand Takeovers Code and a prospectus pursuant to New Zealand and Australian Securities Laws will be provided to all Zedex security holders within the next 90 days.

Olympus Pacific Minerals Inc., as first mover in Vietnam, is positioned to become a leading gold producer and explorer in Southeast Asia. Olympus is committed to its vision of making major discoveries in the region and increasing shareholder wealth.


Certain of the statements made and information contained herein is "forward-looking information" within the meaning of the Ontario Securities Act or forwarding-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States, including statements concerning our plans at our Vietnamese mineral projects, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Forward-looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking information, including, without limitation, failure to establish estimated resources or to convert resources to mineable reserves; the grade and recovery of ore which is mined varying from estimates; capital and operating costs varying significantly from estimates; delays in obtaining or failure to obtain required governmental, environmental or other project approvals; changes in national and local government legislation or regulations regarding environmental factors, royalties, taxation or foreign investment; political or economic instability; terrorism; inflation; changes in currency exchange rates; fluctuations in commodity prices; delays in the development of projects; shortage of personnel with the requisite knowledge and skills to design and execute exploration and development programs; difficulties in arranging contracts for drilling and other exploration and development services; dependency on equity market financings to fund programs and maintain and develop mineral properties; risks associated with title to resource properties due to the difficulties of determining the validity of certain claims and other risks and uncertainties, including those described in each management discussion and analysis. In addition, forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management; the assumed long-term price of gold; the availability of permits and surface rights; access to financing, equipment and labour and that the political environment within Vietnam will continue to support the development of environmentally safe mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information, whether as a result of new information, future events or otherwise.

Contact Information

  • Olympus Pacific Minerals Inc.
    David Seton
    Chairman & CEO
    (416) 572-2525 or Toll Free: 1-888-902-5522
    Olympus Pacific Minerals Inc.
    Jim Hamilton
    Corporate Communications Manager
    (416) 572-2525 or Toll Free: 1-888-902-5522
    (416) 572-4202 (FAX)
    Website: www.olympuspacific.com