Vancouver, B.C., June 27th, 2013 -
CERRO MINING CORP. (TSX-V:
CRX) ("Cerro") and Datinvest International Ltd.
(NEX: DAI.H) ("Datinvest") report that they have signed
a letter of intent (the "LOI") regarding their mutual intention
to enter into a business combination. It is contemplated that the
business combination will take place by way of a plan of
arrangement under the British Columbia Business Corporations Act or other
statutory procedure (the "Transaction") whereby the security
holders of Cerro and Datinvest will each hold 50% equity ownership
of the resulting issuer (the "Resulting Issuer"). The final structure
of the Transaction is subject to the mutual agreement of the
parties, acting reasonably, following their receipt of final tax,
corporate, securities law and financial advice.
Key terms of the Transaction are
summarized as follows:
-The board of directors of the
Resulting Issuer is expected to consist of five individuals, the
names of whom will be specified in the definitive agreement. Two of
the directors will be nominated by the current board of directors
of Cerro, two will be nominated by Datinvest, and the final
director will be nominated jointly by Cerro and Datinvest. The
officers of the Resulting Issuer will be agreed to in the
definitive agreement.
-Datinvest will advance the
non-refundable sum of $25,000 to Cerro (the "Loan"). The Loan will be secured by
certain of Cerro's currently-held marketable securities.
-Concurrent with the closing of the
Transaction, Cerro will be required to complete a financing raising
gross proceeds of not less than $100,000 and at a price not less
than $0.05 per unit. It is expected that such financing will be a
private placement and the terms of such financing will be announced
under a separate news release.
-Concurrent with the closing of the
Transaction, Cerro will be required to enter into debt settlement
agreements so that Cerro's debts are not more than $90,000 plus
such amounts agreed to by Cerro and Datinvest to a maximum of
$120,000 (the "Debt Cap").
Promissory notes that Cerro has entered into and announced via news
release are not subject to the Debt Cap and, accordingly, will not
be reduced.
The Transaction is
subject to a number of conditions including, but not limited to,
each party's completion of due diligence, the execution of a
definitive agreement between Cerro and Datinvest, TSX Venture
Exchange (the "TSX-V") approval and
receipt of the requisite approvals of the shareholders of both
parties.
The
Transaction is a non-arm's length transaction for the purposes of
the TSX-V as the parties have a common director, being Jason
Birmingham. Mr. Birmingham holds 600,000 shares of Cerro,
representing 3.50% of the issued and outstanding common shares of
Cerro. Mr. Birmingham holds 818,000 shares of Datinvest,
representing 4.13% of the issued and outstanding common shares of
Datinvest.
There can be no
assurance that the Transaction will be completed as proposed or at
all. The parties will use their best efforts to settle and execute
the Definitive Agreement on or before July 26, 2013, or such later
date as may be mutually agreed to by both parties.
About
Cerro Mining Corp.
Cerro is a
publicly traded, junior exploration and mineral development company
with a strong portfolio of precious and base metal projects in
Chile, USA and Atlantic Canada. Cerro has a 100% interest in the
Lajitas and Nevada gold-copper properties located in the Maricunga
Gold and Copper District and approximately 700 kilometres northwest
of Santiago, Chile. The properties comprise ten exploration claims
and six exploitation claims totalling a cumulative 3,500 hectares
in area. Cerro holds a 100% interest in the Tinton Gold Project
located 15 kilometres west-northwest of the famous and historic
Homestake Mine in the Black Hills at Lead, South Dakota. The Tinton
property consists of 1,270 hectares contained in 157 unpatented
mining claims.
Cerro also holds mineral
exploration claims in Atlantic Canada (Nova Scotia, New Brunswick
and Newfoundland and Labrador).
For further information about Cerro
Mining Corp. and this news release, contact Herrick Lau, director,
at 604-688-9588.
About
Datinvest International Ltd.
Datinvest is listed on
the NEX, a separate board of the TSX Venture Exchange. Datinvest
has no business or operations. As at March 31, 2013, Datinvest had
a cash position of $674,258 and liabilities of $105,413.
For further information about
Datinvest International Ltd. and this news release, contact Balraj
Mann, director, at 604-377-7740.
On Behalf of the Board of
Directors,
CERRO MINING
CORP.
"Herrick Lau"
Herrick Lau
Director
On Behalf of the Board of
Directors,
DATINVEST
INTERNATIONAL LTD.
"Balraj Mann"
Balraj Mann
Director
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|CERRO MINING CORP. 1980-1075|DATINVEST INTERNATIONAL LTD. |
|West Georgia Street Vancouver,|1000 – 595 Burrard Street |
|BC V6E 3C9 T: |Vancouver, BC V7X 1S8 T: |
|604-688-9588, F: |604-761-3203, F: 604-683-5317 |
|778-329-9361 | |
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Cautionary
Statement Regarding "Forward-Looking" Information
Some of the
statements contained in this press release are forward-looking
statements and information within the meaning of applicable
securities laws. Forward-looking statements and information can be
identified by the use of words such as "plans", "expects",
"intends", "is expected", "potential", "suggests" or variations of
such words or phrases, or statements that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward-looking statements and
information are not historical facts and are subject to a number of
risks and uncertainties beyond the control of Cerro and Datinvest.
Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the
forward-looking statements contained in this news release.
Accordingly, readers should not place undue reliance on
forward-looking statements. Cerro and Datinvest undertake no
obligation to update publicly or otherwise revise any
forward-looking statements, except as may be required by
law.
NEITHER THE TSX
VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM
IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Cerro Mining Corp. (TSXV:CRX)
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Cerro Mining Corp. (TSXV:CRX)
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