Mediterranean Resources Ltd. and Transeastern Power Trust Announce Arrangement Agreement, Interim Court Order and Filing of Meeting Materials - Seite 2

1. the total value of the consideration to be received by Shareholders under the Transaction represented an approximately 500% premium to the closing trading price of the MNR common shares on the last trading day prior to the date of the announcement of the letter of intent with Transeastern;
2. the value offered under the Arrangement Agreement is equal to or greater than the value that might have been realized from pursuing other potential transaction options. Several potential opportunities in various industries at different stages of development were considered, but given the challenges, risks and capital that would be associated with commodities and the depressed state of the mining sector generally, the Board believed there was strong long term value for Shareholders within the renewable energy industry. Transeastern was found to be particularly attractive due to its acquisition pipeline and quarterly dividend with a strong yield;
3. the Board commissioned a fairness opinion in connection with its review of the Transaction, which provided that the consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders;
4. the Transaction provides a unique opportunity that allows both MNR and Transeastern to maximize their value, in that: (i) MNR is able to derive a premium valuation on its cash, (ii) Shareholders will be given the opportunity to participate in the potential increase in Transeastern unit value, and (iii) Transeastern will be able to partially fund its next acquisition without having to incur additional debt or financing costs;
5. the Transaction provides Shareholders with equity ownership in an entity offering an immediate income stream through trust distributions (current targeted yield approximately 8.75%);
6. MNR believes there is significant upside to Transeastern's plan to consolidate renewable energy projects in Europe. As the market has shifted, larger European energy companies are focusing on larger projects in their portfolios, so a significant opportunity has been created for businesses like Transeastern to consolidate the market through rapid acquisitions and very attractive valuations. MNR believes this accretive value is amplified by Transeastern's ability to offer Transeastern units as partial payment for acquisitions, thus further preserving cash and avoiding the need to raise larger amounts of capital to close acquisitions;
7. during the due diligence process, MNR's management met with the primary engineer and developer of Transeastern's newly acquired Romanian solar parks. MNR management believed that the quality of the projects were first class and the operations appeared to run very fluently;
8. it is believed that Romania will fall short of its mandated renewable energy requirements in 2017, which could provide the opportunity for significant upside with respect to Transeastern's green certificates; and
9. the completion of the Transaction may result in increased liquidity for the Shareholders, based upon the greater market capitalization of Transeastern on completion of the Transaction.

Further Information