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TSX-V: AEL.H
Canadian Gold is a private company existing under the laws of
Canadian Gold's material asset consists of its 100% interest in three gold exploration projects: (i) the Lac Arsenault property; (ii) the VG Boulder Property, and (iii) the Robidoux property (collectively, the "Properties") along the Grand Pabos Fault on the
Canadian Gold considers only the Lac Arsenault property to be material in accordance with National Instrument 43-101 – Standard of Disclosure for Mineral Projects ("NI 43-101"). Subject to confirmation from the Exchange, concurrent with the completion of the Transaction and the listing of common shares of the resulting entity (the "Resulting Issuer") on the Exchange, the Resulting Issuer will file a technical report in accordance with NI 43-101 for the Lac Arsenault property.
The Properties are located in the province of
In 1946 Walter Baker, a prospector, discovered boulders containing gold, silver and the sulphides sphalerite, galena, arsenopyrite and pyrite. This property was explored by Imperial & Esso Minerals in the mid 1970's who identified 40,000 tonnes at 15.43 g/t Au, 197.00 g/t Ag, 6.6% Pb, and 3.5% Zn in three veins exposed on surface (Baker vein, Mersereau vein, and L4W vein) (this estimate is historical and has not been verified – it is not NI 43-101 compliant –additional work is required to confirm this estimate). Historic assays of up to 1.4 oz Au/ton and 25 oz Ag/ton have been recorded. Base metal ranges from traces up to 15 percent combined Pb-Zn. Best results include 32.83 g/t Au over 0.27 m at the Baker vein. Best results from the southern part of the L4W vein include 13.5 g/t Au over 0.75m. Best results at the Mersereau vein include 39.7 g/t Au on surface. In 1986 an exploration program discovered a new Au bearing zone, Marleau vein, with an assay of 0.36 oz Au/t over 5.2 feet. The Lac Arsenault property has 93 historic drill holes totaling 7269.41m.
The following table presents selected financial information on the financial condition and results of operations of Canadian Gold. Such information is derived from the audited financial statements of Canadian Gold for the period of incorporation (
As at and for the year ended | |
Revenue | Nil |
Expenses | |
Net Income (Loss) | ( |
Total Assets | |
Total Liabilities |
For further information regarding Canadian Gold, please contact
Pursuant to the Agreement, in consideration for the acquisition of all the issued and outstanding common shares in the capital of Canadian Gold (the "Canadian Gold Shares"), the Company will issue 20,000,000 common shares in the capital of the Company (the "Amseco Shares") on a post-Consolidated (as defined herein) basis, at a deemed price of
The post-Consolidation Amseco Shares to be issued pursuant to the Transaction will be issued pursuant to exemptions from the prospectus requirements of applicable securities legislation. Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to "Principals" (as defined under the Corporate Finance Manual of the Exchange), which will subject to the escrow requirements of the Exchange. Upon completion of the Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange, with Canadian Gold as its primary operating subsidiary.
Consolidation
Prior to the closing of the Transaction, Amseco will consolidate its outstanding Amseco Shares on the basis of one (1) post-consolidation Amseco Share for each 5 pre-consolidation Amseco Shares (the "Consolidation"), such that, prior to closing of the Transaction, Amseco will have approximately 2,922,854 Amseco Shares issued and outstanding on a non-diluted basis.
Name Change
It is anticipated that the Resulting Issuer will continue the business of Canadian Gold and is to be renamed "
Conditions
The completion of the Transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature, including, among other things: (i) Canadian Gold delivering a NI 43-101 compliant technical report for the Lac Arsenault property that is acceptable to the Exchange and Amseco; (ii) the delivery of audited, unaudited and pro forma financial statements of each party that are compliant with Exchange policies; (iii) no material adverse changes occurring in respect of either Amseco or Canadian Gold; (iv) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange subject only to customary conditions of closing; (v) if required by the Exchange, delivery of a sponsor report and an independent valuation satisfactory to the Exchange; (vi) the Consolidation, Name Change and any other corporate changes requested by Canadian Gold, acting reasonably, shall have been implemented; and (vii) completion of the Concurrent Financing (as defined herein); (viii) completion of satisfactory due diligence by each party. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
In connection with the Transaction, Canadian Gold will complete a concurrent non-brokered private placement of subscription receipts ("Subscription Receipts") at a price of
Finder's fees may be paid in connection with the Concurrent Financing within the maximum amount permitted by the policies of the Exchange.
The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Transaction and the Concurrent Financing, (ii) the exploration and other expenses relating to the Lac Arsenault property, and (iii) the working capital requirements of the Resulting Issuer.
In conjunction with and upon closing of the Transaction, the board of directors of the Resulting Issuer are expected to consist of the following five directors:
Biographies of the proposed directors and officers of the Resulting Issuer are provided below:
Ms. Cormier CA, CPA has over thirty years' experience in accounting and finance including fifteen years in senior financial positions with public companies including Silver Spruce Resources Inc. and prior to then, as the Controller of
Sponsorship of the Transaction may be required by the Exchange unless an exemption or waiver from this requirement is obtained in accordance with the policies of the Exchange. Canadian Gold has not yet engaged a sponsor in connection with the Transaction. Canadian Gold intends to apply for a waiver from the Exchange's sponsorship requirement. Additional information on sponsorship arrangements will be provided once available.
The Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.
No finder's fees are expected to be payable in connection with the Transaction.
In accordance with Exchange Policy 5.2, shareholder approval from shareholders of Amseco will not be required, as the Transaction exhibits the following characteristics: (i) the Proposed Transaction is not a related party transaction (and no other circumstances exist which may compromise the independence of Amseco or other interested parties); (ii) Amseco does not have active operations; (iii) Amseco is not subject to a cease trade order and management believes it will not be suspended from trading on completion of the Transaction; and (iv) there is no requirement to obtain shareholder approval of the Transaction (or any element thereof) under any applicable corporate or securities laws.
In accordance with the policies of the Exchange, Trading in the Amseco Shares has been halted as a result of this announcement. and will not resume trading until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.
Additional information concerning the Transaction, Amseco, Canadian Gold and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by Amseco in connection with the Transaction and which will be available in due course under Amseco's SEDAR profile at www.sedar.com.
Amseco is a mineral exploration company focused on the acquisition, exploration and development of mineral resource properties.
For further information regarding Amseco and the Proposed Transaction, please contact
ON BEHALF OF THE BOARD OF DIRECTORS OF AMSECO EXPLORATION LTD.
jeandesmarais@mac.com
1-514-898-5326
Neither
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Amseco should be considered highly speculative.
The
All information contained in this news release with respect to Amseco and Canadian Gold was supplied by the parties, respectively, for inclusion herein, and Amseco and its respective directors and officers have relied on Canadian Gold for any information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction and the timing thereof, the proposed business of the Resulting Issuer, degree to which historical results are reflective of actual mineral resources, the completion of the proposed Concurrent Financing and the use of proceeds therefrom, the completion a NI 43-101 technical report for the Lac Arsenault property, the proposed directors and officers of the Resulting Issuer, obtaining regulatory approvals for the Transaction, the completion of the Consolidation, the completion of the Name Change, completion of satisfactory due diligence, Exchange sponsorship requirements and intended application for exemption therefrom, shareholder and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Amseco and Canadian Gold may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of Amseco and Canadian Gold believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of Amseco and Canadian Gold disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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