Mountain Lake and New Island Sign Binding Definitive Agreement
23 July 2010 - 10:55PM
Marketwired
Mountain Lake Resources Inc. (TSX VENTURE: MOA) ("Mountain Lake")
of Halifax, NS and New Island Resources Inc. (TSX VENTURE: NIS)
("New Island") of St. John's, NL are pleased to report that, in
accordance with the terms of a Letter of Intent dated May 27, 2010
and further to the news release of June 3, 2010, both companies
have completed a due diligence review of the assets, liabilities
and operations of the other, as currently available. Based upon
these investigations, financial advice provided by Salman Partners,
and through arm's length negotiations, Mountain Lake and New Island
have agreed to proceed with the proposed business combination by
way of a corporate arrangement pursuant to the provisions of the
Business Corporations Act (Alberta) (the "Arrangement"). The
Arrangement will effectively combine the assets and liabilities of
both issuers on a consolidated basis, with New Island becoming a
wholly- owned subsidiary operated by Mountain Lake.
By the terms of a definitive agreement between Mountain Lake and
New Island dated July 22, 2010, it is proposed that all of the
shareholders of New Island will exchange their issued common shares
of New Island for new common shares of Mountain Lake, on the basis
of One (1) new share of Mountain Lake for every Four point Two Five
(4.25) shares of New Island. All convertible securities of New
Island will be exchanged for convertible securities of Mountain
Lake on the same basis, adjusted accordingly to reflect the final
agreed share exchange ratio. The completion of the Arrangement is
subject to standard conditions precedent applicable to statutory
plans of arrangement, including standard commercial conditions
precedent, approval of the common shareholders of New Island, and
court approval. The transaction is scheduled to close in the fourth
quarter of 2010.
Collectively, Mountain Lake and New Island feel the combining of
regional gold assets is a very sound strategy at this time and the
proposed share exchange ratio respects the interests of both
companies' shareholders. It is further believed that the real value
of the company's combined assets will be unlocked in the years
ahead through organic growth as cash flow from production at the
Pine Cove gold mine is deployed to explore and develop its other
projects on the island of Newfoundland.
It is now anticipated that a special general meeting of the
shareholders of New Island to approve the Arrangement will be held
in September 2010. New Island shareholders will receive an
information circular setting out further details of the proposed
transaction, and this Information Circular will also be filed and
made available on SEDAR (www.sedar.com) under New Island's public
profile.
Interested parties are referred to Mountain Lake's earlier news
release dated June 3, 2010 for further discussion of the proposed
acquisition of New Island, and details about the properties and
business activities of each company.
About New Island Resources Inc.
New Island Resources Inc. (TSX VENTURE: NIS) (New Island) is a
diversified junior exploration company holding gold and base metal
properties in the province of Newfoundland and Labrador. Its main
projects include: a 70% interest in the Pine Cove gold property,
which is on option to Anaconda Mining Inc. (Anaconda) whereby
Anaconda can earn a 60% interest and operator status by bringing
the property into commercial production, where production is
expected to commence in June 2010; a 100% interest in the large
Glover Island property having significant gold showings covered by
a mining lease; and a 17% shareholding in Prominex Resources Inc.
which holds the advanced Tulks Hill base metal deposit south of
Buchans. For more information visit:
www.newislandresources.com.
About Mountain Lake Resources Inc.
Mountain Lake Resources Inc. (TSX VENTURE: MOA) is a diversified
junior exploration company, whose corporate strategy is to build
shareholder value through the exploration and development of
economically viable mineral properties. Mountain Lake's current
projects include: a 30% interest in the Valentine Lake gold
property (Newfoundland) with an option to acquire the remaining 70%
interest from Richmont Mines Inc. (and a subsequent sub-option and
joint venture agreement whereby Marathon PGM Corp. can earn a 50%
in the property; a 100% interest in the Bobby's Pond base metals
property (Newfoundland); an option to earn a 100% interest in the
Little River gold exploration property (Newfoundland); and a
2,350,000 share (approx.6.4%) stake in Etruscan Diamonds Ltd., an
alluvial diamond project (South Africa). For more information
visit: www.mountain-lake.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF MOUNTAIN LAKE RESOURCES
INC.
Gary Woods, President & CEO
ON BEHALF OF THE BOARD OF DIRECTORS OF NEW ISLAND RESOURCES
INC.
Harold Wareham, President & CEO
NEITHER THE TSX VENTURE EXCHANGE, NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED UNDER THE POLICIES OF THE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS NEWS RELEASE.
Contacts: For corporate, media, or investor inquiries on
Mountain Lake please contact: Lytle & Associates Greg Lytle,
Corporate Communications North America toll-free: (866) 285-5817
Int'l. & Vancouver: (604) 839-6946 info@mountain-lake.com For
corporate, media, or investor inquiries on New Island, please
contact: New Island Resources Inc. Harold Wareham, President (709)
576-7711 info@newislandressources.com
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