Potash Ridge Corporation announced a transaction to acquire all of the issued and outstanding common shares of Valleyfield Fertilizer Corporation, a privately owned corporation registered in Quebec, Canada.
Over the last two years under the leadership of Jay Hussey, Valleyfield has advanced development of a sulphate of potash ("SOP") project in Quebec utilizing the Mannheim Process (the "Valleyfield Project"). For nine years, Mr. Hussey was a Vice-President at Migao Corporation ("Migao"), a TSX-listed company that produces SOP in China using the Mannheim Process.
Under the terms of the transaction, Hussey will receive 200,000 common shares of the corporation, together with a royalty from future revenue generated by the Corporation utilizing the Mannheim Process. Hussey has agreed to become an employee of Potash Ridge and continue to work on the development of the Valleyfield Project, other potential Mannheim opportunities already identified and other activities.
Developed in Germany more than a century ago, the Mannheim Process is one of the most commonly used SOP production processes in the world, primarily occurring in China and Europe. The process combines muriate of potash (potassium chloride) with sulphuric acid at high temperatures to produce SOP and by-product hydrochloric acid. In the year ended March 31, 2015, Migao's annual SOP production capacity in China was approximately 360,000 tonnes from four facilities in China and, according to CRU, Tessanderlo Chemia, Yara and other European producers have a combined annual SOP production capacity using the Mannheim Process of 930,000 tonnes per year.
Hussey's knowledge and experience of the Mannheim Process from his time at Migao enabled him to advance development of the Valleyfield Project. A preliminary internally developed financial study utilizing this information projected an after-tax/royalty Net Present Value of $40.9 million, assuming a 10% discount rate, with an unlevered Internal Rate of Return of 32%, based on a preliminary capital cost estimate of $25 million, operating costs of $495 per tonne, net of acid credit, and a realized SOP price of $750 per tonne (US$ 575 per tonne). The project economics noted above are preliminary internally developed estimates, and will need to be confirmed with the next stage of engineering. It is anticipated that construction of the facility could commence within six months of raising the capital necessary to complete engineering and permitting, with construction expected to take one year.
A fully-serviced property has been chosen to develop the Valleyfield Project. The property is close to sources of the input sulphuric acid as well as being nearby to markets for the by-product hydrochloric acid. A memorandum of understanding has been signed for the offtake of the hydrochloric acid.
Potash Ridge's President and Chief Executive Officer, Guy Bentinck, stated, "Acquiring Valleyfield brings a new dimension to the Corporation's strategy of becoming a premier producer of SOP. While we remain committed to the development of Blawn Mountain in Utah, the Valleyfield Project will allow Potash Ridge to become a producer of SOP in an accelerated timeline and at a very manageable capital cost. The Valleyfield Project is also strategically located to supply SOP to currently underserved markets in North America.
The corporation is continuing its capital raising efforts, with initial proceeds to be primarily focused on completing engineering and permitting on the Valleyfield Project. Management is hopeful that the Valleyfield Project's widely used Mannheim technology, low capital cost, attractive preliminary economics and fast timeline to production will be attractive to investors."
Closing is subject to all requisite regulatory and others steps, and is expected to occur on or before August 31, 2015.