Cassius Ventures Enters Into Share Exchange Agreement to Acquire Nicaraguan Gold Properties and Announces Non-Brokered Financing
05 May 2011 - 2:02AM
Marketwired
Cassius Ventures Ltd. (the "Company") (TSX VENTURE: CZ) is pleased
to announce that it has entered into a share exchange agreement
dated May 3, 2011 (the "Agreement") with Sirocco Advisory Services
Ltd. and JAT Metconsult Ltd. (collectively, the "Fortress
Shareholders") to acquire all of the issued and outstanding shares
(the "Fortress Shares") of Fortress de Nicaragua S.A. ("Fortress"),
a private Nicaraguan company, which company is the legal and
beneficial owner of sixteen exploration concessions with a total
area of approximately 137,782.65 hectares located in Nicaragua and
known as the "Nicaraguan Gold Properties" (the "Acquisition").
Sirocco Advisory Services Ltd. is a private company controlled
by Steven G. Dean and JAT Metconsult Ltd. is a private company
controlled by John A. Thomas.
Pursuant to the Agreement, the Company proposes to acquire all
of the Fortress Shares from the Fortress Shareholders by way of an
exchange of securities. In exchange for the Fortress Shares, the
Company will issue to the Fortress Shareholders a total of
6,500,000 common shares in the capital of the Company, each as to
50%, at a deemed price of $0.25 per share plus reimbursement for
certain expenses and assumption of certain property maintenance
fees not to exceed USD$650,000.
At the time of closing of the Acquisition, John A. Thomas will
be appointed as a director of the Company. Mr. Thomas is a
professional engineer, and holds a B.Sc. and Ph.D. from the
University of Manchester, UK. Mr. Thomas has extensive experience
in the mineral resource industry, particularly in Latin America,
and is currently a director of Infinito Gold Ltd., Alexandria
Minerals and Canada Zinc Metals Corp. He has previously served as
Vice President, Development of Rusoro Mining, and Vice President,
Operations of Bolivar Gold Corp.
In addition, the Company has also agreed, subject to Exchange
Approval and certain other conditions, to pay an arm's length
finder's fee of $113,750 through the issuance of 455,000 common
shares of the Company at a deemed price of $0.25 per share upon
completion of the Acquisition.
The Acquisition will be considered a "reviewable transaction"
under the policies of the Exchange and is subject to certain
industry standard closing conditions, including regulatory
approval. In addition, the Acquisition is also subject to the
approval of the TSX Venture Exchange and the shareholders of the
Company and the completion of an equity financing for the Company
to raise gross proceeds in the minimum amount of $2,000,000 on or
prior to the closing of the Acquisition.
Non-Brokered Financing
The Company is pleased to announce a non-brokered private
placement of up to 10,000,000 units of the Company, at a price of
$0.25 per unit to raise up to $2,500,000, each unit consisting of
one common share and one-half of one share purchase warrant. Each
whole such warrant will entitle the holder to purchase one
additional common share of the Company at a price of $0.45 per
share for a period of 24 months following the closing of the
private placement. The warrants will also be subject to an
"accelerated expiry provision" whereby, in the event that the
volume weighted average closing price of the Company's shares is
equal to or exceeds $0.65 for a period of 15 consecutive trading
days, the Company may give written notice to the warrantholders
that the warrants shall expire on the 30th calendar day following
the date of such notice.
The proceeds from the sale of the units will be used to fund
exploration and evaluation of the Nicaraguan Gold Properties and
for general working capital.
The Company may pay finder's fees equal to up to 6% commission
on gross proceeds raised from the private placement, payable in
cash and/or common shares of the Company.
The private placement is subject to the approval of the
Exchange. The Company anticipates closing of the private placement
as soon as practicable subject to receipt of all necessary
regulatory approvals.
On behalf of the Board of Directors
Cassius Ventures Ltd.
Jason Birmingham, Director
This news release includes certain statements of forward-looking
information. Such statements include, but are not limited to
statements regarding plans for the completion of the Acquisition
and the private placement financing and the use of proceeds of such
financing. We have made certain assumptions about the statements of
forward-looking information contained herein, including among other
things, that Nicaragua will continue to accept foreign investment
in mineral exploration. Statements of forward-looking information
involve various risks and uncertainties. Important factors that
could cause actual results to differ materially from the Company's
plans or expectations include the risk that the Acquisition will
not be approved by shareholders and/or the Exchange, risks relating
to foreign investment in Nicaragua, market prices, availability of
capital and financing, general economic, market or business
conditions, regulatory changes, timeliness of government or
regulatory approvals and other risks set forth from time to time in
the filings made by the Company with securities regulators.
Although we have attempted to identify factors that would cause
actual results to differ materially from those described in
statements of forward-looking information, there may be other
factors that cause actual results, performances, achievements or
events not to be as anticipated, estimated or intended. Also, many
of the factors are beyond our control. There can be no assurance
that statements of forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly
you should not place undue reliance on statements of
forward-looking information. The Company disclaims any intention or
obligation to update or revise any forward-looking statements
except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility of the adequacy or
accuracy of this release.
Contacts: Cassius Ventures Ltd. Jason Birmingham Director (604)
688-9588
Cassius Ventures Ltd (TSXV:CZ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cassius Ventures Ltd (TSXV:CZ)
Historical Stock Chart
From Jul 2023 to Jul 2024