Firebird Resources Inc. (the "Company" or "Firebird") (TSX VENTURE:
FIX) announced today that it has received an order from the Supreme
Court of British Columbia dated May 13, 2011 authorizing it to
convene an annual and special meeting (the "Meeting") of its
shareholders on June 10, 2011 for the purpose of, among other
things, considering and approving a plan of arrangement (the
"Arrangement").
Under the Arrangement, GTO Resources Inc. ("GTO"), currently a
wholly-owned subsidiary of the Company, will acquire all of the
Company's interest in and to the Roberts Creelman Property, an
early stage exploration project consisting of three contiguous
unpatented, unleased mining claims comprised of 34 claim units
covering approximately 544 hectares in the Roberts and Creelman
Townships, located approximately fifty (50) kilometers north of
Sudbury, Ontario, and the Hyman Porter Property, comprised of 70
claims totalling approximately 1120 hectares in the Hyman and
Porter Townships, located approximately fifty (50) kilometers west
of Sudbury, Ontario, (collectively, the "Assets"), in exchange for
common shares of GTO (the "GTO Shares"), which GTO Shares will be
distributed to Firebird's shareholders pursuant to the Arrangement.
Upon closing of the Arrangement, each Firebird shareholder of
record as at 12:01 a.m. (the "Effective Time") on the date upon
which the Arrangement becomes effective (the "Effective Date") will
receive one new common share in the capital of the Company ("New
Share") and one-half of one GTO Share for each currently held
common share of Firebird ("Firebird Share"), other than as set
forth in the Arrangement.
Pursuant to the Arrangement, holders of common share purchase
warrants of Firebird ("Firebird Warrants") of record as at the
Effective Time on the Effective Date shall receive, in exchange for
each Firebird Warrant then held, one new common share purchase
warrant of Firebird and one-half of one common share purchase
warrant of GTO, all of which shall (i) have an exercise price equal
to the existing exercise price of the Firebird Warrant being
exchanged, and (ii) have a term equal to the term remaining on the
Firebird Warrants being exchanged, and the Firebird Warrants shall
be cancelled and terminated and cease to represent any right or
claim whatsoever.
The holders of options to purchase Firebird Shares (the
"Firebird Options") and holders of the outstanding 10.0%
convertible debentures of Firebird (the "Firebird Debentures")
shall not receive any new securities of Firebird or GTO in exchange
for Firebird Options or Firebird Debentures then held, as
applicable, in connection with the Arrangement, nor, on exercise of
the Firebird Options or Firebird Debentures during the term
thereof, shall the holders thereof be entitled to any securities of
GTO. On exercise of the Firebird Options or the Firebird Debentures
in accordance with the terms thereof, a holder of Firebird Options
or Firebird Debentures, as applicable, shall, as a result of the
Arrangement, be entitled to New Shares in lieu of Firebird
Shares.
Firebird's primary focus is the exploration and development of
its Buzzard-Jefferson Property. The formation of GTO will give
Firebird shareholders a direct interest in a new exploration
company that will focus on and pursue the exploration and
development of the Assets as well as potentially acquiring and
exploring new properties in districts and areas with known
potential for high margin deposits. The Company's management has
determined that the formation of GTO to hold the Assets will
facilitate separate fund-raising, exploration and development
strategies that are required to move the Assets forward. Firebird
will continue to hold its Belk Property and Mountain of Gold
Property on completion of the Arrangement.
Thomas R. Tough, a director of the Company, commented that: "The
spin-out of GTO is intended to expose existing Firebird
shareholders to significant growth as exploration advances the
Roberts Creelman Property in Ontario. It will also allow the
Company to continue to dedicate its resources and focus on the
exploration and development of our assets in South Carolina."
Concurrently with the closing of the Arrangement, GTO intends to
carry out a private placement (the "GTO Private Placement") for up
to 2,333,333 units (each a "GTO Unit") at a subscription price of
$0.30 per GTO Unit. Each GTO Unit will consist of one GTO Share and
one-half of a share purchase warrant (a "GTO Warrant"). Each whole
GTO Warrant will entitle the holder to purchase one GTO Share at a
price of $0.45 for a period of eighteen months from the date of
issue. GTO is expecting to raise gross proceeds of up to $700,000
from the sale of the GTO Units. GTO may pay a finder's fee to an
arm's length party in connection with the GTO Private
Placement.
In the event that GTO does not complete the GTO Private
Placement, or if the amount raised thereunder is insufficient to
allow GTO to fund its business activities and to meet its working
capital needs for the twelve-month period following completion of
the Arrangement, then Firebird has agreed to advance a loan (the
"Loan") to GTO. The Loan will have a term of two years, accrue
interest at the rate of the prime lending rate of the Royal Bank of
Canada in effect from time to time for Canadian dollar commercial
demand loans plus three (3%) percent per annum and be subject to
other terms and conditions as may be agreed upon by Firebird and
GTO.
Completion of the Arrangement is subject to customary
conditions, including, among others, receipt of required stock
exchange approvals, final court approval and approval of the
Arrangement at the Meeting by shareholders holding not less than
two-thirds of the votes cast by holders of Firebird Shares present
in person or represented by proxy at the Meeting. It is a condition
precedent to the Arrangement that the GTO common shares be listed
on the TSX Venture Exchange (the "TSXV"), and the Company has made
an application to the TSXV in this regard. Firebird's board of
directors unanimously recommends that shareholders approve the
Arrangement.
Additional details of the Arrangement will be provided in an
information circular expected to be mailed to shareholders on or
about the date hereof. The Arrangement is expected to close on or
about June 16, 2011.
FIREBIRD FINANCING
The Company also announced today that it intends to complete a
non-brokered private placement (the "Financing") for up to
5,000,000 units (each a "Firebird Unit") at a subscription price of
$0.60 per Firebird Unit. Each Firebird Unit will consist of one
Firebird Share and one-half of a transferable share purchase
warrant (a "Firebird Warrant"). Each whole Firebird Warrant will
entitle the holder to purchase one Firebird Share at a price of
$1.00 for a period of eighteen months from the date of issue. The
Firebird Warrants are, at the Company's discretion, subject to
accelerated expiry if the closing price of the Firebird Shares on
the TSXV is $1.50 or greater for ten consecutive trading days.
All Firebird Shares issued with respect to the Financing will be
subject to a hold period that expires four months and a day from
the closing date in accordance with the rules and policies of the
TSXV and applicable Canadian securities laws and such other further
restrictions as may apply under foreign securities laws.
Firebird is expecting to raise gross proceeds of up to
$3,000,000 from the sale of the Firebird Units. Subject to TSXV
approval, Firebird may pay a finder's fee to an arm's length party
as permitted by the policies of the TSXV.
The Company intends to use the net proceeds from the Financing
for working capital, to make necessary property payments and, if
necessary, to advance the Loan to GTO. The Financing is anticipated
to close on or before the Effective Date.
This news release may contain certain forward-looking statements
that reflect the current views and/or expectations of the Company
with respect to its performance, business and future events. In
particular, this news release contains forward-looking statements
relating to the completion of the Arrangement, the GTO Private
Placement and the Financing. Investors are cautioned that all
forward-looking statements involve risks and uncertainties,
including, without limitation, statements regarding the outlook for
future operations, evaluation of market conditions, and the ability
to raise financing. Investors are cautioned that any such
forward-looking statements are not guarantees and may involve risks
and uncertainties, and that actual results may differ from those in
the forward-looking statements as a result of various factors such
as general economic and business conditions, including changes in
interest rates, prices and other economic conditions; actions by
competitors; natural phenomena; actions by government authorities,
including changes in government regulation; uncertainties
associated with legal proceedings; technological development;
future decisions by management in response to changing conditions;
the ability to execute prospective business plans; and misjudgments
in the course of preparing forward-looking statements. These risks,
as well as others, could cause actual results and events to vary
significantly. The Company does not undertake any obligation to
release publicly any revision for updating any voluntary forward-
looking statements.
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: Firebird Resources Inc. Thomas R. Tough, P. Eng.
Chairman (604) 946-0787
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