Corumel Minerals Corp Enters Into a Material Definitive Agreement
2005年11月22日 - 11:29PM
PRニュース・ワイアー (英語)
NEW YORK, Nov. 22 /PRNewswire-FirstCall/ -- Corumel Minerals Corp.
(OTC:CORU) (BULLETIN BOARD: CORU) "On October 27, 2005, Corumel
Minerals Corp. (OTC Bulleting Board: CORU) signed a Letter of
Intent with RCA Resources Corporation (RCA) for the proposed merger
of the two companies. RCA Resources Corporation is a mineral
exploration company focusing on diamond, gold, platinum and
palladium exploration in Africa." Pursuant to the terms of the
Letter of Intent, the parties agreed that Corumel and RCA will
merge together to form a new Nevada corporation to be known as
Centauros Corporation (Newco), with each shareholder of both
Corumel and RCA receiving one common share in the capital of Newco
for each common share held in either the capital of Corumel or RCA.
The merger of the two companies is subject to the following
conditions: 1. Corumel is to complete its due diligence on RCA and
its mineral properties. 2. RCA is to complete its due diligence on
Corumel. 3. Corumel will seek and obtain shareholder approval to
the proposed merger. 4. RCA will seek and obtain shareholder
approval to the proposed merger. 5. RCA will obtain all necessary
consents for the transfer of its assets to Newco. 6. RCA will
eliminate all known liability of RCA not incurred in the ordinary
course of business. 7. RCA will be required to produce up to date
audited financial statements. 8. Corumel will prepare and file all
required documents and information with the applicable regulatory
authorities to give effect to the proposed merger. The parties are
currently conducting due diligence on the other party. At this
time, no closing date has been set as the parties continue to
negotiate the closing terms. Corumel currently has 9,270,500 shares
of common stock issued and outstanding, which are quoted on the
OTCBB under the symbol CORU. As a result of the transactions
contemplated by the LOI, there will be a change in control of
Corumel. "Safe Harbor" Statement under Private Securities
Litigation Reform Act of 1995: Certain statements contained in this
News Release constitute "forward- looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Information contained in this news release contains
"forward-looking statements" which can be identified by the use of
forward- looking terminology such as "believe," "expect," "may,"
"should," "up to," "approximately," "likely," or "anticipates" or
the negative thereof or given that the future results covered by
such forward looking statements will be achieved. Such
forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only for the date the
statement was made. Investors should carefully consider the
preceding information as well as information contained in the news
release before making any investment in the shares of the company.
Daybreak Mines, Inc., undertakes no obligation to update any
forward-looking statements contained in this news release. Company
Contact: Michael McIntyre 604-484-6243 DATASOURCE: Corumel Minerals
Corp. CONTACT: Michael McIntyre, +1-604-484-6243, ; or Chris Roth,
+1-212-937-8442
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