Magellan and Chapleau Announce Signing of Arrangement Agreement and Date of Chapleau's Annual General and Special Shareholder Me
2009年7月16日 - 6:45AM
Marketwired
Magellan Minerals Ltd. (TSX VENTURE: MNM) ("Magellan") and Chapleau
Resources Ltd. (TSX VENTURE: CHI) ("Chapleau") have entered into a
binding arrangement agreement ("Arrangement Agreement") dated
effective as of July 9, 2009 regarding their intention to merge to
form a combined gold exploration and development company focused on
the mineral potential of northern Brazil. Subject to the
satisfaction of certain conditions, Magellan will acquire all of
the issued and outstanding common shares of Chapleau through a plan
of arrangement.
A special (and annual general) meeting of Chapleau shareholders
has been scheduled for August 26, 2009 to seek shareholder approval
for the proposed plan of arrangement.
Pursuant to the terms of the Arrangement Agreement, Magellan has
agreed to offer Chapleau shareholders 0.267 Magellan shares for
each Chapleau common share. Upon the exercise of outstanding
Chapleau options and warrants, the holders will be entitled to
receive common shares of Magellan in an amount and at exercise
prices adjusted in accordance with the same exchange ratio.
Highlights
Relevant highlights regarding the plan of arrangement are as
follows:
- Chapleau's key asset is the Coringa project which is located
250 kilometres south of Magellan's Cuiu-Cuiu discovery in northern
Brazil, and comprises a series of gold bearing veins which extend
over a combined strike extent of 10 kilometres (8,785 metres).
Drilling to date along 2 kilometres of these structures, has
defined high-grade gold mineralization over strike lengths up to
400 metres with values up to 65.77 grams per tonne gold over 3
metres. Numerous as yet untested geophysical and geochemical
anomalies exist over a 300 square kilometre area.
- Coringa has excellent road access and is located 21 kilometres
from the local grid power. Chapleau is currently engaged in
discussions with a number of parties regarding the completion of a
43-101 compliant resource estimate for Coringa.
- Magellan's key asset is the Cuiu-Cuiu project where an
extensive soil sampling program has identified five major gold-in
soil anomalies. Drilling at the Central anomaly returned values of
up to 220m @ 2.02 grams per tonne gold during 2008. Reconnaissance
drilling at the nearby Pau de Merenda anomaly, 3 kilometres to the
NW, returned values up to 47 metres @ 1.76g/t Au, and limited
drilling at the Jerimum Cima anomaly returned values up to 39
metres @ 5.13 grams per tonne gold.
- The plan of arrangement will result in an expanded land
position of 840 square kilometres in the Tapajos Gold Province of
Brazil, a region which produced an estimated 30 million ounces of
gold between 1978 and 1995, largely from alluvial sources.
The plan of arrangement will bring together a management group
with considerable experience and several significant gold and
copper discoveries in South America. Alan Carter, who recently
guided Magellan to a successful IPO and raised C$11M in the
process, will remain as President and CEO of Magellan. Dennis Moore
will remain the VP Exploration of Magellan. Dennis was responsible
for the initial identification and later discovery of the
Tocantinzinho gold deposit (2.1Moz), currently the largest known
gold deposit in the Tapajos region.
Ian Gendall (currently President of Chapleau) will become COO of
Magellan and is credited with the discovery of several new porphyry
copper-gold deposits in southern Ecuador. Jim Stypula, currently
Chapleau's CEO, will become Chairman of Magellan.
Completion of the plan of arrangement is conditional upon:
1. Chapleau shareholders having approved the plan of
arrangement;
2. receipt of all necessary regulatory approvals, including
approval of the TSX Venture Exchange;
3. the absence of a material adverse change with respect to each
party; and
4. certain other customary conditions.
About Magellan
Magellan is a TSX Venture Exchange listed exploration company
with a number of gold exploration properties in the Tapajos
Province of northern Brazil. Magellan's key asset is the Cuiu Cuiu
project where recent drilling has identified a new gold deposit at
the Central zone.
About Chapleau
Chapleau is a TSX Venture Exchange listed mineral exploration
company with a principal focus on gold exploration in Brazil.
Chapleau's gold projects in Brazil include Coringa and Mato Velho,
totaling 37,128 hectares in the Tapajos Gold Province.
Cautionary Statements Regarding the Plan of Arrangement:
Completion of the transaction is subject to a number of conditions,
including regulatory approval, shareholder approvals, completion of
satisfactory due diligence, a definitive agreement and approval of
the British Columbia Supreme Court. 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 to be prepared in connection with the
transaction, any information released or received with respect to
the plan of arrangement may not be accurate or complete and should
not be relied upon. Trading in the securities of exploration and
development stage resource companies should be considered highly
speculative.
Forward-Looking Statements: Statements in this release that are
forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed under the
heading "Risk Factors" and elsewhere in the corporations' periodic
filings with Canadian Securities Regulators. Such information
contained herein represents management's best judgment as of the
date hereof based on information currently available. Statements in
this press release other than purely historical information,
including statements relating to the companies' future plans and
objectives or expected results, constitute forward-looking
statements. Forward looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties
inherent in the companies' business, including risks inherent in
mineral exploration and development. The companies do not assume
the obligation to update any forward-looking statement. In
particular, no representation is made in this release as to the
timing of the plan of arrangement, whether the plan of arrangement
will complete on the terms described herein or at all, the success
or value of the combined companies after the plan of arrangement.
In addition, there are numerous risks and other factors that will
influence a development decision, including concluding resource
evaluations on mineral properties, mine design limitations,
permitting risks and economic factors, all of which may be beyond
our control.
U.S. Cautionary Statements: We advise US investors that while
the terms "measured resources", "indicated resources" and "inferred
resources" are recognized and required by Canadian regulations, the
US Securities and Exchange Commission does not recognize these
terms. US investors are cautioned not to assume that any part or
all of the material in these categories will ever be converted into
reserves.
TSX Venture Exchange: Neither 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.
Contacts: Magellan Minerals Ltd. Alan Carter President and CEO
604.676.5663 info@magellanminerals.com Chapleau Resources Ltd. Ian
Gendall 604.669.8511 Chapleau Resources Ltd. Jim Stypula
250.489.5156 info@chapleauresources.com
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