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ASSET: TRS: TRS Investments Limited Signs Agreement to Acquire Industri

13 Dec 2012 14:57NZX

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TRS:  TRS Investments Limited Signs Agreement to Acquire Industrial and
Mining Project

TRS Investments Limited (NZX: TRS) has entered into a conditional agreement
today to acquire an industrial and mining project in New Zealand in exchange
for TRS shares.

The agreement is to acquire Cornerstone Mineral Corporation Limited (CMCL).
CMCL was specifically incorporated in New Zealand to acquire the constituent
elements of the project including; a mining exploration permit relating to
silica in Southland, a Competent Persons Report (prepared in April 2011 by a
qualified geologist who is JORC compliant to independently estimate the
viability of the project), certain other intellectual property relating to
the project and a cost agreement designed to cover the costs of the

Once the acquisition is complete, the project plan is to prepare a Bankable
Feasibility Study to build a quarry with an ore processing plant and a
smelting facility to produce substantial quantities of high grade silicon
metal primarily for export.  The company will also investigate the
possibility of further refining to provide solar and electronic grade silicon

TRS Chairman Keith Jackson said "The Board have looked for a new direction
for TRS for some time and we are satisfied that we have found a project that
we believe will give TRS an exciting future." Mr Jackson said it was not only
a new start for the company but said the project had the potential to be a
major new industry for Southland and for New Zealand. He said the project
represented an excellent New Zealand story with a listing on the New Zealand
Stock Exchange.

The agreement is conditional on a number of matters including TRS shareholder
approval. If TRS shareholder approval is obtained, certain contemporaneous
arrangements will be satisfied for CMCL to complete the acquisition of the
assets described and issue shares in CMCL to the asset owners (including
registering a simplified disclosure prospectus). TRS will then consolidate
its share capital on a 1 for 62 basis (1 TRS share for every 62 currently
held) and then acquire CMCL for around $95 million by issuing around 339
million new TRS shares at 28 cents per share to the CMCL shareholders. By way
of reference, the April 2011 Competent Persons Report includes a
pre-conceptual net present value of the project in the range of $142 million
to $549 million. While these values need to be considered in the context of
the project still being at a relatively early stage and with a number of
hurdles to cross, they demonstrate why the Board of TRS see potential upside
for shareholders that could arise from this transaction.

CMCL has also obtained a subscription application, subject to the transaction
being completed, from a qualified investor to invest $7 million into TRS for
a private placement of shares for 28 cents per share which will represent
around 6.5% of TRS post transaction. The $7 million will be used for the next
stage of the project which is the completion of a Bankable Feasibility Study.

The transaction is subject to approval by shareholders of TRS under the
Takeovers Code, the NZSX Listing Rules and the Companies Act 1993. An
independent advisors report will be prepared for TRS shareholders to consider
before they vote on the acquisition as required by the Takeovers Code. This
will be distributed to shareholders with a notice of meeting. The whole
process is expected to take several months but the target date to complete
the transaction and for the new shares to be tradable on the NZSX is 26 March

Once the transaction occurs, TRS will change its name to better reflect the
new direction of the company.  The Board will also be reconfigured once the
acquisition is complete. Joseph van Wijk is a director and indirect
shareholder of both TRS and CMCL and is therefore interested in the
transaction and therefore related party transaction approvals will also be
sought from shareholders (as part of the other approvals noted above) in
order for the transaction to be completed.  Further details will be released
to the market as the transaction progresses.
End CA:00231084 For:TRS    Type:ASSET      Time:2012-12-13 14:57:55
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