Omineca Resumes Trading and Receives Fairness Opinion
04 Dezembro 2012 - 12:00PM
Business Wire
Further to the press release of October 05, 2012 Omineca
Mining and Metals Ltd. (“Omineca”) (TSX-V:OMM) is pleased to
announce that following a review of initial documentation by the
TSX-V, the halt in trading in the securities of Omineca will be
lifted, with trading to resume on or about December 5, 2012. The
TSX-V has further indicated that they have exempted Omineca from
the sponsorship requirement for the proposed transaction.
The halt was imposed at the request of management to coincide
with the announcement of the signing of an arm’s length Letter of
Intent (“LOI”) dated September 18th, 2012, (with an effective date
of October 4th, 2012) whereby Omineca has the exclusive right to
acquire all issued and outstanding shares of CVG Mining Ltd., a
private British Columbia corporation (“CVG”). The primary asset
held by CVG is its 100% interest in the Wingdam Gold Project
located along Lightning Creek near the Wells-Barkerville area of
central British Columbia, 45 km east of Quesnel. Under terms of the
proposed Agreement, Omineca will issue 47,471,548 common shares at
a deemed price of $.35/share, representing a purchase price of
$16,615,041 and issue a $5,400,000 convertible debenture in
connection with the assumption by Omineca of certain debt related
to the property. Coincident with the proposed transaction will be
the appointments of Mr. Tom MacNeill CGA, CFA and Mr. Andrew
Davidson, CA to the Board of Omineca, joining the current Board of
Directors.
In addition, and as part of the proposed transaction, Omineca
has retained MGI Securities Inc. to act as its financial advisor,
and MGI has provided a fairness opinion to the Omineca board
advising that the proposed transaction is fair, from a financial
perspective, to the Omineca shareholders. Upon execution of a
definitive agreement, Omineca’s board of directors will unanimously
recommend that Omineca shareholders vote in favor of the proposed
transaction.
About the Wingdam Project
The Wingdam Project provides a unique opportunity for Omineca to
acquire near-term gold production in a proven district. The
property overlies both placer and hard-rock tenures along the Deep
Lead Channel of Lightning Creek, where topographic conditions have
created a deep overburden accumulation which effectively resulted
in a large portion of the channel being excluded from conventional
surface placer mining activity. On the Wingdam property, drilling
and geophysical surveys indicate that the Deep Lead Channel may
occur throughout the entire 2.4km length of the Wingdam placer
tenures, extending upstream and downstream an undetermined
distance. Numerous attempts have been made to mine the Deep Lead
Channel in the Wingdam area since the late 1880s, but all were
hampered by an influx of water and unstable ground conditions and
were ultimately abandoned.
In 2012 CVG successfully completed a crosscut drift 23.5m across
the Deep Lead Channel along the bedrock/gravel interface, using the
Australian deep-lead mining method combined with a ground-freeze
method. This effort not only proved the applicability of the freeze
method, but also provided a bulk sample whereby “the gold recovered
from the 23.5-meter drift advance across the paleochannel true
width amounted to 173.495 ounces of raw placer gold (900 fineness)
from 140 bank cubic meters. The refined-equivalent gold grade
across this width amounted to 34.55 g/m3 or 0.453 oz/tonne. The
grade across a central portion of the paleochannel totaling 14.8 m
(3.8 to 18.6m) averaged 46.30 g/m3 or 0.608 oz/tonne.
The abundance and physical nature of the placer gold recovered
during the 2012 test mining operation indicates that it is in part,
locally derived. Little or no systematic exploration work has been
carried out on the property to test for the occurrence of lode
gold, leaving good potential for the exploration and possible
discovery of in-situ (hard-rock) gold mineralization in addition to
the presence of a proven placer deposit.
The Wingdam project is currently permitted under a BC Ministry
of Natural Resource Operations permit and a BC Ministry of
Environment Effluent Discharge permit, and has been under care and
maintenance since September 25, 2012.
About CVG Mining Ltd.
CVG Mining Ltd. is a private British Columbia corporation that
was formed in 2009 with the sole purpose of exploring deposits in
the Cariboo mining district of central British Columbia. CVG
currently holds approximately 6600 hectares of mineral claims and
placer claims/leases, the primary asset being its 100% interest in
the Wingdam Gold Project located along Lightning Creek near the
Wells-Barkerville area, 45 km east of Quesnel, British Columbia.
CVG is controlled by a group of private Saskatchewan corporations.
49 North Resources Inc., a company listed on the TSX Venture
Exchange, indirectly owns, but does not control, approximately 76%
of CVG, with an additional 17% owned, but not controlled, by 49
North 2011 Resource Flow-Through Limited Partnership and the
balance owned by the founders and operators of CVG (approximately
7%).
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals was created by way of a Plan of
Arrangement on May 20th, 2011. Shareholders of Copper Canyon
Resources Ltd. approved the plan to reorganize the company’s
mineral property assets in an effort to maximize shareholder
value. Under the terms of the arrangement, two of Copper
Canyon’s projects, Abo (Harrison) Gold and Kiwi, were transferred
into Omineca on a one-for-four share basis.
Cautionary Notes
Completion of the transaction is subject to a number of
conditions, including TSX Venture Exchange acceptance and
disinterested Shareholder approval. 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 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 Omineca should be
considered highly speculative.
The TSX Venture Exchange has in no way passed opinion upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Technical aspects of this news release have been reviewed and
approved by Stephen Kocsis, P.Geo., hereby identified as the
“Qualified Person” in accordance with National Instrument
43-101.
On behalf of the Board of Directors
Signed,
“Tim J. Termuende”
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release. This news release may contain forward-looking
statements including but not limited to comments regarding the
timing and content of upcoming work programs, geological
interpretations, receipt of property titles, potential mineral
recovery processes, etc. Forward-looking statements address future
events and conditions and therefore, involve inherent risks and
uncertainties. Actual results may differ materially from those
currently anticipated in such statements.
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