Candente Copper to Form a New Copper and Base Metals Exploration Company
17 May 2011 - 6:00PM
Marketwired
Candente Copper Corp. (TSX: DNT)(PINK SHEETS: CDOUF)(BVLAC: DNT)
("Candente Copper") is very pleased to announce its Board of
Directors have unanimously approved a proposal to undertake a
spin-out transaction that would reorganize the business and capital
structure of the Company into two separate public companies to
allow Candente Copper to focus on the development of its flagship
Canariaco copper project.
Pursuant to the proposed transaction, Candente Copper will
incorporate a new subsidiary, ExploreCo ("ExploreCo") to which it
will transfer 100% of its indirect interest in all of its Peruvian
exploration properties, other than the Canariaco and Jehuamarca
claims, which cover the Canariaco Norte Deposit as well as the
Canariaco Sur and Quebrada Verde prospects by way of a Plan of
Arrangement to be completed under the Business Corporations Act
(British Columbia) (the "Proposed Arrangement").
In addition to the transfer of the properties, Candente Copper
also intends to subscribe for common shares of ExploreCo as part of
the Proposed Arrangement in order to provide ExploreCo with
approximately Cdn$6 million in working capital.
Candente Copper intends to initially retain a position
(approximately 15%) in ExploreCo and distribute the remaining
common shares it receives of ExploreCo to its current shareholders
on a pro-rata basis (expected to be 1 share of ExploreCo for every
5 shares of Candente Copper held) by way of a reduction of the
capital of Candente Copper pursuant to the Proposed
Arrangement.
ExploreCo will seek to list its common shares on either the
Toronto Stock Exchange ("TSX") or the TSX Venture ("TSX.V") and the
Bolsa de Valores de Lima ("BVL") stock exchanges.
The Proposed Arrangement remains conditional on the approval of
final documentation by the Board of Directors of Candente Copper,
the approval of the Proposed Arrangement and the listing of the
shares of ExploreCo by the TSX or TSX.V (if applicable), the
approval of the shareholders of Candente Copper and the approval of
the Supreme Court of British Columbia, amongst other things.
Additional details of the Proposed Arrangement will follow upon
completion of definitive documentation and will be described in
detail in the information circular to be mailed to shareholders of
Candente Copper in connection with the Company's annual general and
special meeting at which approval by the Company's shareholders of
the Proposed Arrangement will be sought.
About Candente Copper
Candente Copper Corp is a TSX and BVL listed mining company
focused on exploration and development of base metal mining
projects in Peru and Latin America. Candente Copper's flagship
project is the 100% owned Canariaco copper project located in
northern Peru's prolific mining district.
Mr. Sean Waller, P.Eng., President of Candente Copper is a
Qualified Persons as defined by National Instrument 43-101, has
reviewed and approved the contents of this release, and is
responsible for the information contained in 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, geotechnical assumptions,
geological interpretations, receipt of property titles or permits,
potential mineral recovery processes, the timing and structure of
proposed transactions, 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. Candente relies upon
litigation protection for forward-looking statements.
CAUTIONARY NOTE TO U.S. INVESTORS
We advise U.S. investors of terms that are not recognized by the
United States Securities and Exchange Commission ("SEC"), including
"mineral resources", "measured resources", "indicated resources"
and "inferred resources". The estimation of measured and indicated
resources involves greater uncertainty as to their existence and
economic feasibility than the estimation of proven and probable
reserves. U.S. investors are cautioned not to assume that mineral
resources in these categories will be converted to reserves. The
estimation of inferred resources involves far greater uncertainty
as to their existence and economic viability than the estimation of
other categories of resources. U.S. investors are cautioned not to
assume that estimates of inferred mineral resources exist, are
economically mineable, or will be upgraded into measured or
indicated mineral resources. U.S. investors are cautioned not to
assume that mineral resources in any of these categories will be
converted into reserves.
On behalf of the Board of Candente Copper Corp.
Sean Waller, P.Eng., President & Director
NR-023
Contacts: Candente Copper Corp. John Foulkes VP Corporate
Development mobile: +1 (604) 614-2999 or local: + 1 (604) 689-1957
ext 2 Toll free: 1 (877) 689-1964 ext 2 info@candentecopper.com
Candente Copper Corp. Walter Spagnuolo Manager, Investor Relations
mobile: +1 (604) 306-8477 local: + 1 (604) 689-1957 ext 3 Candente
Copper Corp. Nataly Reategui Investor Relations, Peru (511)
715-2001 ext 107 (511) 717-1233 (FAX) nreategui@candente.com
www.candente.com
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