Castillian Resources Corp. ("Castillian") (TSX VENTURE:CT)(OTCQX:CTIIF) and
Ridgemont Iron Ore Corp. ("Ridgemont") (TSX VENTURE:RDG)(OTCQX:RIOOF) have
entered into a binding letter of intent (the "Letter of Intent") pursuant to
which Castillian and Ridgemont will enter into a plan of arrangement whereby
Castillian will acquire all of the outstanding shares of Ridgemont and Ridgemont
will become a wholly owned subsidiary of Castillian (the "Transaction").
Under the terms of the Transaction, shareholders of Ridgemont will receive 0.574
of a Castillian common share for each common share of Ridgemont held. The board
of directors of each company has unanimously approved the Transaction. Upon
completion of the Transaction, existing Castillian and Ridgemont shareholders
will own approximately 57.8% and 42.2% of the combined company, respectively, on
a basic shares outstanding basis (assuming the issuance by Castillian of (a)
8,000,000 common shares to Ryan Gold Corp. to repurchase Ryan Gold's 10%
interest in the Hope Brook gold project (see news release dated February 6,
2013) and (b) the Severance Shares (as defined below)).
Based on the 20-day volume weighted average price ("VWAP") of Castillian's
common shares on the TSX Venture Exchange (the "TSXV") of $0.0590 and the 20-day
VWAP of Ridgemont's common shares on the TSXV of $0.0209, the Transaction
represents a premium of approximately 62% to Ridgemont. On April 10, 2013, the
closing prices of the Castillian common shares and the Ridgemont common shares
were $0.05 and $0.025, respectively.
Highlights of the Transaction:
-- The merger will result in a more strongly funded advanced stage gold
exploration company focused on Castillian's Hope Brook project in
Newfoundland;
-- Flow through commitments from Ridgemont's balance sheet will be used to
fund 5,100 meters of additional diamond drilling, designed to expand the
existing mineral resource and conduct technical and engineering work
required for a preliminary economic assessment (PEA) at the Hope Brook
project;
-- Based on the results of this work, the merged entity anticipates being
in a position to deliver a Hope Brook PEA by early 2014;
-- Hope Brook has significant indicated and inferred mineral resources in a
politically favourable jurisdiction with significant upside potential
and access to existing infrastructure; and
-- The proposed share exchange ratio provides Ridgemont shareholders with a
42.2% ownership stake in an asset with significant potential.
Management and Directors:
Following the completion of the Transaction, it is anticipated that Mr. Adrian
Bray, P.Geo., will join Castillian's board of directors and that the current
executive management team of Castillian will be unchanged.
Mr. Brian Penney is a director of both of Castillian and Ridgemont and the
President and Chief Executive Officer of Ridgemont and, therefore, Castillian
and Ridgemont are non-arm's length parties with respect to each other under the
policies of the TSX Venture Exchange.
Dr. Bill Pearson, President and Chief Executive Officer of Castillian, states:
"This transaction will allow the merged company to continue to advance its Hope
Brook Gold project towards a production decision. We have identified areas
within and adjacent to the existing mineral resource that have potential to
expand the resource and increase the grade. In addition, drilling in late 2012
identified a major near surface target area in the 240 Connector Zone that
extends for 1.2 km along strike that has the potential to substantially expand
resources. We anticipate being able to continue to advance the technical and
engineering work with the aim of completing a PEA by early 2014."
Mark Morabito, Chairman of Ridgemont, adds: "This transaction represents an
opportunity for Ridgemont shareholders to gain access to an advanced asset with
real upside potential. I am happy that we have found another opportunity in
Newfoundland and Labrador which I view as a very favourable jurisdiction for
mineral resource exploration and development."
Transaction Details
Pursuant to the terms of the Letter of Intent, it is anticipated that the
Transaction will be conducted by way of a court-approved plan of arrangement
(under the Business Corporations Act (British Columbia)), resulting in Ridgemont
becoming a direct or indirect wholly-owned subsidiary of Castillian. Each
Ridgemont common share issued and outstanding immediately prior to closing of
the Transaction will be exchanged for 0.574 of a Castillian common share.
All options and warrants of Ridgemont outstanding immediately prior to closing
of the Transaction will, following closing and subject to regulatory approval,
be exercisable for that number of shares of Castillian using the same exchange
ratio applicable to the common shares of Ridgemont under the Transaction, with
corresponding adjustment to the exercise prices on the basis of such exchange
ratio.
Subject to the approval of the TSXV, and Ridgemont and Castillian entering into
a loan agreement satisfactory to each of the parties, Ridgemont will advance to
Castillian $250,000 in immediately available funds (the "Loan"). The Loan will
accrue interest at the rate of 10% per annum and will mature on the earlier of
the completion of the Transaction and the date that is twelve months following
the termination of either the Letter of Intent or the Definitive Agreement (as
defined below) (the "Maturity Date"). In the event of the termination of the
Letter of Intent or the Definitive Agreement, Ridgemont will have the option to
convert the Loan and all interest accrued thereon into Castillian Shares at a
deemed price of $0.10 per Castillian Share at any time prior to the Maturity
Date, and Castillian will have the option to prepay the Loan and all interest
accrued thereon in full or in part from time to time at any time prior to the
Maturity Date.
Certain officers of Ridgemont are contractually entitled to severance payments
that could be triggered by the Transaction. Except for Mr. Mark Morabito, these
officers have agreed to accept, in aggregate, $125,000 in lieu of such severance
payments, payable in Castillian Shares at a deemed price per Castillian Share of
$0.0590 (the "Severance Shares"), subject to the approval of the TSXV. Mr. Mark
Morabito has agreed to waive any entitlement to any severance payment.
The Transaction is subject to customary conditions, including:
-- the parties entering into a definitive agreement (the "Definitive
Agreement") and completing satisfactory due diligence on or before April
30, 2013;
-- approval by a minimum of 66 2/3% of the votes cast by Ridgemont
shareholders at a duly called special shareholders' meeting;
-- approval/acceptance of the TSXV of the Transaction, the Loan and the
issuance of the Severance Shares; and
-- Ridgemont having working capital upon the closing of the Transaction of
not less than $2,900,000, less expenses incurred by Ridgemont in
connection with the Transaction up to a maximum of $100,000.
The Letter of Intent includes a commitment by each of Castillian and Ridgemont
not to solicit alternative transactions to the proposed Transaction. If a party
terminates in certain circumstances, the Letter of Intent provides that such
party is obligated to pay to the other party a payment in cash of $250,000 on
account of costs and expenses in connection with the Transaction. Each party has
also been provided with certain other rights, representations and warranties and
covenants customary for a transaction of this nature, and each party has the
right to match any competing offers made to the other party.
Ridgemont shareholders will be granted dissent rights which, if exercised in
accordance with applicable requirements, will provide such shareholders the
right to be paid the fair value for their Ridgemont common shares by Ridgemont.
Upon completion of the Transaction, Castillian will have 130.6 million common
shares outstanding (153.6 million common shares on a fully-diluted basis), and
the ownership of the combined company is expected to be approximately 57.8% by
existing Castillian shareholders and 42.2% by former Ridgemont shareholders on a
basic shares outstanding basis (assuming the issuance by Castillian of (a)
8,000,000 common shares to Ryan Gold Corp. to repurchase Ryan Gold's 10%
interest in the Hope Brook gold project (see news release dated February 6,
2013) and (b) the Severance Shares).
Timing
The terms of the Definitive Agreement will be described in detail in the
management information circular of Ridgemont to be filed with the regulatory
authorities and mailed to Ridgemont shareholders in accordance with applicable
securities laws in respect of the annual general and special meeting of
Ridgemont shareholders expected to be held in June 2013. Subject to shareholder,
court and regulatory approvals, the Transaction is expected to close in July
2013.
Recommendation of Boards of Directors
The board of directors of each of Ridgemont and Castillian unanimously support
the proposed Transaction and the board of directors of Ridgemont recommends to
the Ridgemont shareholders that they vote in favour of the Transaction at the
shareholder meeting to be called to approve the Transaction. The reasons that
the board of directors of each Ridgemont has recommended voting in favour of the
Transaction will be detailed in the aforementioned management information
circular.
Castillian also announces that it has converted dated accounts payable in the
aggregate amount of $979,186.62 owing to certain arm's length and non-arm's
length parties into term loans and amended the terms of the $250,000 bridge loan
provided to Castillian by Dr. Bill Pearson (see news releases dated October 24,
2012 and January 17, 2013)(collectively, the "Castillian Loans"). The Castillian
Loans will mature on December 31, 2014 and carry an interest rate of 10% per
year, payable upon maturity.
ABOUT CASTILLIAN
Castillian Resources Corp. is a Canadian mineral exploration company listed on
the TSX Venture Exchange under the symbol "CT" and on the OTCQX International
under the symbol "CTIIF". Castillian's flag ship property is the Hope Brook Gold
Project located in southwestern Newfoundland, which has 2.4 million tonnes at
1.48 g Au/t for 590,000 ounces of indicated mineral resources and 8.2 million
tonnes at 2.07 g Au/t for 548,000 ounces of inferred mineral resources (see
technical report entitled "Updated Mineral Resource Estimate Technical Report,
Hope Brook Gold Project, Newfoundland and Labrador, Canada and Table 1,
effective October 1, 2012). The bulk of these ounces are within a potentially
open pittable constraining shell defined at $US1,400 gold and a cutoff grade of
0.5 g Au/t. The property includes the former Hope Brook mine, which produced
752,163 ounces of gold from 1987 to 1997. The mine also produced a copper
concentrate from 1993 to 1997.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Table 1: Mineral Resource, Hope Brook Gold Project as at October 1, 2012(i)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Within constraining shell Below constraining shell
@ 0.50 g Au/t cut-off @ 2.0 g Au/t cut-off
----------------------------------------------------------------------------
Category Tonnes Gold Gold Tonnes Gold Gold
g/t (Oz) (g/t) (Oz)
----------------------------------------------------------------------------
Indicated 10,624,000 1.24 422,000 1,743,000 2.99 168,000
----------------------------------------------------------------------------
Inferred 6,458,000 1.91 397,000 1,792,000 2.62 151,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
---------------------------------------------
---------------------------------------------
Table 1: Mineral Resource, Hope Brook Gold
Project as at October 1, 2012(i)
---------------------------------------------
---------------------------------------------
Total
---------------------------------------------
Category Tonnes Gold g/t Gold
(Oz)
---------------------------------------------
Indicated 12,367,000 1.48 590,000
---------------------------------------------
Inferred 8,251,000 2.07 548,000
---------------------------------------------
---------------------------------------------
-- Constraining shell incorporates essentially all of the remaining
historic resources in the former Hope Brook mine in addition to new
areas of resource as defined by Castillian, including the Pit Zone,
Hanging Wall Zone and Mine Zone Extension.
-- There is a possible copper credit that is not included in the mineral
resource due to missing copper assays in historical drill holes.
(i) Full Technical details and notes to the NI 43-101 Mineral Resource Estimate
can be found in the technical report titled "Updated Mineral Resource Estimate
Technical Report, Hope Brook Gold Project, Newfoundland and Labrador, Canada" by
Pierre Desautels, P. Geo., Jay Melnyk, P. Eng., And Michael Cullen, P. Geo.,
effective October 1, 2012. This report is available on Castillian's website and
at www.sedar.com.
Dr. Bill Pearson, P.Geo., President and CEO of Castillian, who is a qualified
person as defined by NI 43-101, has reviewed and approved the scientific and
technical content relating to Castillian in this press release.
ABOUT RIDGEMONT
Ridgemont is a Canadian exploration company looking to acquire, explore and
develop iron ore mineral properties. Ridgemont has a 100% interest in the Lac
Virot Iron Project located in the southern Labrador Trough and holds a 100%
interest in the Maguse River Iron Project located in Nunavut.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information contained in this press release, including any information
relating to the Transaction (including the anticipated benefits of the
Transaction), and statements that address events or developments that Castillian
or Ridgemont expects to occur, are "forward-looking statements". Forward-looking
statements are statements that are not historical facts and are generally, but
not always, identified by the words "expects", "does not expect", "plans",
"anticipates", "does not anticipate", "believes", "intends", "estimates",
"projects", "potential", "scheduled", "forecast", "budget" and similar
expressions, or that events or conditions "will", "would", "may", "could",
"should" or "might" occur. Forward -looking statements include, but are not
limited to, statements relating to completion and timing of the acquisition of
Ridgemont, the delivery of the Hope Brook PEA, the upside potential of Hope
Brook and the Hope Brook mineral resource estimate and its potential to be
increased. All such forward-looking statements are subject to important risk
factors and uncertainties, many of which are beyond Castillian's or Ridgemont's
ability to control or predict. Forward-looking statements are necessarily based
on estimates and assumptions that are inherently subject to known and unknown
risks, uncertainties and other factors that may cause Castillian's or
Ridgemont's actual results, level of activity, performance or achievements to be
materially different from those expressed or implied by such forward-looking
statements. Assumptions upon which such forward looking statements are based on
include the estimation of mineral resources, the availability of necessary
financing and materials to continue to explore and develop Hope Brook, that
Castillian and Ridgemont will be able to satisfy the conditions contained in the
Letter of Intent, that the required approvals will be obtained from the
shareholders of Ridgemont, that all third party, court, regulatory and
governmental approvals to the Transactions will be obtained, including from the
Exchange and all other conditions to completion of the Transaction will be
satisfied or waived. Many of these assumptions are based on factors and events
that are not within the control of Castillian and Ridgemont and there is no
assurance they will prove to be correct. Such factors include, without
limitation: capital requirements; fluctuations in the international currency
markets and in rates of exchange of metal prices; changes in national and local
government legislation in Canada or any other country in which Castillian and
Ridgemont currently or may in the future carry on business; taxation; controls,
regulations and political or economic developments in the countries in which
Castillian and Ridgemont do or may carry on business; competition; loss of key
employees; and additional funding requirements.
Any forward-looking statement speaks only as of the date on which it is made and
Castillian and Ridgemont expressly disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, events or otherwise, except in accordance with applicable
securities laws. Although each of Castillian and Ridgemont believe that the
assumptions inherent in the forward-looking statements are reasonable,
forward-looking statements are not guarantees of future performance and
accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Castillian Resources Corp.
Rob Hopkins
Investor Relations Manager
(416) 861-5899
rhopkins@castillian.ca
www.castillian.ca
Ridgemont Iron Ore Corp.
Konstantine Tsakumis
Investor Relations
604-681-8030 x 232
infor@ridgemontiron.com
www.ridgemontiron.com
Centenera Mining Corporation (TSXV:CT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Centenera Mining Corporation (TSXV:CT)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
