SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 1995
ADDINGTON RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16498 61-1125039
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
1500 N. Big Run Road, Ashland, Kentucky 41102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code (606) 928-3433
Former Name or Former Address, if Changed Since
Last Report: Not Applicable
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
As more fully described in the press release issued August 2, 1995
(attached as Exhibit 99.1), on July 31, 1995 and August 2, 1995, the
Registrant's subsidiary, Addington Holding, Inc., entered into letter
agreements (copies of which are attached as Exhibits 99.2 and 99.3
respectively), whereby the Registrant extended the period for Cornucopia
Resources Ltd. to conduct its due diligence investigation under the
previously announced letter of intent regarding the possible purchase
of the Registrant's mining subsidiary, Addwest Minerals, Inc. (more
fully described in Registrant's Current Report on Form 8-K dated
June 26, 1995).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 -- Press Release dated August 2, 1995.
Exhibit 99.2 -- Letter Agreement dated July 31, 1995,
among Addington Holding, Inc., Addwest Minerals, Inc., and
Cornucopia Resources Ltd.
Exhibit 99.3 -- Letter Agreement dated August 2, 1995,
among Addington Holding, Inc., Addwest Minerals, Inc., and
Cornucopia Resources Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ADDINGTON RESOURCES, INC.
Date: August 10, 1995 By /s/ Kirby J. Taylor
Kirby J. Taylor
President and Chief
Operating Officer
(BW)(ADDINGTON-RESOURCES)(ADDR)(CNDGF)(CNP) Addington Resources,
Inc., announces extension of due diligence period for possible sale
of gold mining operations
Business Editors
ASHLAND, KY. (August 2, 1995)--Addington Resources, Inc.
(NASDAQ National Market: ADDR) today reported that its subsidiary,
Addington Holding, Inc., has agreed to extend the period for
Cornucopia Resources Ltd. to conduct its due diligence
investigation under the previously announced letter of intent
regarding the possible purchase of Addington's mining subsidiary,
Addwest Minerals, Inc.
Addington has extended the due diligence period from July 31,
1995 until August 31, 1995. If certain exploratory drilling and
development at its Gold Road Mine in Arizona are not completed by
August 29, 1995, the due diligence period is extended until
September 15, 1995.
Under the previously announced letter of intent, the terms include
payment to Addington of approximately $7 million in cash (subject to a
working capital adjustment; as of June 30, 1995, Addwest had negative
working capital of approximately $3,700,000), the issuance of 6 million
restricted shares of Cornucopia's common stock, the assumption of all
obligations under the Addwest gold loan agreement with N.M. Rothschild
& Sons Ltd. in an amount equal to approximately $9,330,000, and payment
to Addington of up to $6 million in the form of a 5 percent net smelter
royalty interest on Addwest's Alaskan properties. The net smelter
royalty may be converted by either party into an Addington right to
receive additional shares of Cornucopia common stock upon certain terms
and conditions.
As of June 30, 1995, Addington had invested approximately
$24,600,000 in the projects to be sold, including amounts drawn under the
Rothschild loan and approximately $537,000 of other obligations to be
assumed by Cornucopia. The letter of intent provides that Addwest will
have no continuing liabilities at the closing, except for the Rothschild
loan and ongoing commitments under existing property/lease agreements.
Completion of the transaction is conditioned upon, among other
items, negotiation and execution of a definitive purchase agreement,
approval by the shareholders of Cornucopia, successful completion by
Cornucopia of its due diligence investigation, and the receipt of
necessary regulatory approvals and consents on terms acceptable to the
parties, including a release of the guarantee by Addington Resources of
obligations under the Rothschild gold loan agreement. Cornucopia has
stated that it intends to fund the purchase of Addwest through an equity
offering.
Assuming the satisfactory completion of Cornucopia's due diligence,
closing is targeted for mid-October 1995, or as soon thereafter as all
necessary regulatory approvals are obtained.
Addington Resources, Inc., trades on the NASDAQ National Market
System under the symbol ADDR. The company is involved in waste
management operations as well as mining, mining technology and mining
services. Cornucopia Resources Ltd. trades on the Toronto Stock Exchange
under the symbol CNP and on the NASDAQ SmallCap Market under the symbol
CNPGF. Cornucopia is involved in the development of gold mining
operations.
CONTACT: Addington Resources Inc., Ashland
Kirby J. Taylor, 606/928-3433
CORNUCOPIA RESOURCES LTD.
540-355 Burrard Street
Vancouver, B.C. V6C 2G8
July 31, 1995
Private & Confidential
Addington Holding, Inc.
1500 North Bull Run Road
Ashland, Kentucky 41102
U.S.A.
- and -
Addwest Minerals, Inc.
5460 Ward Road - Suite 370
Arvada, Colorado 80002
U.S.A.
Dear Sirs:
Re: Purchase of all outstanding shares of common stock
of Addwest Minerals, Inc. by Cornucopia Resources Ltd.
("Cornucopia")
Reference is made to the letter of intent (the "Letter of
Intent") dated June 26, 1995 between us relating to the above-noted
transaction. Each of us acknowledges by this letter that
discussions are continuing between us with respect to certain
amendments to the Letter of Intent, including an extension of the
July 31 1995 date as it relates to, among other things, the outcome
of Cornucopia's due diligence investigation. In order to
facilitate the completion of those discussions, the Letter of
Intent is hereby amended by substituting each reference to July 31,
1995 in Sections 3, 8, and 11 thereof with a reference to August 2,
1995.
In all other respects and except as amendment may be necessary
to comply with regulatory requirements, the Letter of Intent is
confirmed. This amending agreement may be signed in counterparts.
Yours truly,
CORNUCOPIA RESOURCES LTD.
By: /s/Andrew F.B. Milligan
President
Accepted and Agreed on ADDINGTON HOLDING, INC.
July 31, 1995
By: /s/Charles S. Williams
Accepted and Agreed on ADDWEST MINERALS, INC.
July 31, 1995
By: /s/Charles S. Williams
CORNUCOPIA RESOURCES LTD.
540-355 Burrard Street
Vancouver, B.C. V6C 2G8
August 2, 1995
Private & Confidential
Addington Holding, Inc.
1500 North Bull Run Road
Ashland, Kentucky 41102
U.S.A.
- and -
Addwest Minerals, Inc.
5460 Ward Road - Suite 370
Arvada, Colorado 80002
U.S.A.
Dear Sirs:
Re: Purchase of all outstanding shares of
common stock of Addwest Minerals, Inc.
Reference is made to the letter of intent (the "Letter of
Intent") dated June 26, 1995 between us, as amended by letter dated
July 31, 1995. Capitalized terms defined in this letter have the
meanings assigned to them in the Letter of Intent and references
herein to sections are to sections of the Letter of Intent. In
consideration of $5 paid by each of us to the other, the receipt
and adequacy of which is hereby acknowledged, the Letter of Intent
is amended as follows:
1. The purchase price for the Shares is reduced by the
approximately U.S. $7,000,000 cash portion of such price
payable pursuant to Section 1(i). In lieu thereof,
Cornucopia shall purchase from Addington on the Closing
Date for the cash amount provided for in section 1(i) a
loan (the "Addington Loan") payable by Addwest to
Addington and having an approximate principal amount of
U.S. $7,100,000 as at April 30, 1995.
2. References to July 31, 1995 in Sections 3, 8, and 11
shall be deemed henceforth to refer to the date that is
the later of (i) August 31, 1995 and (ii) if the
exploration work described indicated on Appendix A to
this letter has not been completed and described in
writing to Cornucopia at least two business days prior to
August 31, 1995, September 15, 1995. Addington shall
advise Cornucopia in writing of the results of each step
in Appendix A as it is completed. Cornucopia shall
advice Addington in writing prior to August 31, 1995 that
it is satisfied with the outcome of its due diligence
with respect to the results of work referred to in
Appendix A that has been completed and described in
writing to Cornucopia not later than two business days
prior to that date. If Cornucopia does not so advice
Addington, the deposit referred to in Section 3 shall be
forfeited and this agreement shall be terminated. After
August 31, 1995, Cornucopia shall advise Addington in
writing prior to September 15, 1995 whether or not it is
satisfied with the outcome of its due diligence. If
Cornucopia does not so advise Addington, the deposit
referred to in Section 3 shall be forfeited and this
agreement shall be terminated. Otherwise, such deposit
shall be applied towards the purchase price of the
Addington Loan.
3. References in Sections 12 and 18 to the dates September
8, 1995, September 30, 1995 and November 30, 1995
respectively shall be deemed henceforth to be references
to October 9, 1995, October 15, 1995 and December 29,
1995 respectively.
In all other respects and except as amendment may be necessary
to comply with regulatory or stock exchange requirements, the
Letter of Intent is confirmed. This agreement may be signed in
courterparts.
Yours truly,
CORNUCOPIA RESOURCES LTD.
By: /s/James Carter
James Carter
Executive Vice President &
Chief Financial Officer
Accepted and Agreed on ADDINGTON HOLDING, INC.
August 2, 1995
By: /s/ Kirby J. Taylor
President
Accepted and Agreed on ADDWEST MINERALS, INC.
August 2, 1995
By: /s/ Charles S. Williams
Appendix A
Outline of Addwest Work Program During Extended Due Diligence
Period:
1) Mine Development/Production:
Mine development, detailed sampling and or production
will be undertaken during August in Blocks 24, 25, 21, 14
and 04 as shown on the appended figure. Production will
be by longhole stoping in Blocks 04 and 24 shrinkage
stoping in Blocks 21 and 25; and Alimak stoping in Block
14.
2) Additional Ore Block Testing:
The interiors of Blocks 01, 03, 05 and 07 will be further
sampled during August as shown on the appended figure.
Block 01 will be sampled by a baldheaded raise; Block 03
by a sublevel and raise; Blocks 05 and 07 will be tested
by 5 diamond drillholes from the 350 level footwall
lateral with piercement points in the vein approximately
as shown.
3) Exploration:
The 350 level will be advanced a further 240 feet to the
southwest and a drillhole station established 200 feet
southwest of the end of this drive for a total
development footage of 440 feet. From this drill
station, the maximum number of diamond drillholes will be
completed during August with the highest priority holes
indicated on the appended figure.
[Chart attached to Appendix A is available upon request.]
