VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: HGC) and Cusac Gold
Mines Ltd. ("Cusac") (TSX VENTURE: CQC)(OTCBB: CUSIF) announced
they have signed a Definitive Agreement on the Plan of Arrangement
(the "Transaction") to merge the two companies. The resulting
entity will hold a balanced portfolio of gold exploration,
development and near-term production assets, all located in British
Columbia, Canada. The companies will work diligently to close the
Arrangement within 120 days of the Definitive Agreement or
approximately April 15, 2008.
Under the terms of the Transaction, shareholders of Cusac will
receive one (1) common share of Hawthorne in exchange for each
nineteen (19) Cusac common shares (the "Shareholders"), which was
revised from seventeen (17) Cusac common shares announced on
November 9, 2007. The revised ratio is in line with the closing
prices of the parties on December 17, 2007. In addition, for each
two dollars of principal and interest owed to each Cusac
Convertible Debentureholder (the "Debentureholders"), Hawthorne
will issue one (1) Hawthorne common share. In late November 2007,
Debentureholders voted 97% in favour of the exchange of Hawthorne
shares by way of an extraordinary resolution.
Cusac stock options and warrants will be assumed by Hawthorne,
using the effective nineteen (19) to one (1) ratio. On closing of
the Transaction, Hawthorne will issue approximately 6.15 million
common shares to Cusac Shareholders and Debentureholders. Following
closing of the Transaction and contemplated $3 million private
placement, Hawthorne will have approximately 22.5 million common
shares issued and outstanding.
The Transaction is subject to approval by a special majority of
the Shareholders of Cusac, approval of the Debentureholders, an
order of the Supreme Court of British Columbia and approval of the
TSX and TSX Venture Exchange. There can be no assurance that the
Transaction will be completed as proposed or at all.
A termination fee of 5% is payable to Hawthorne in certain
circumstances. In addition, Hawthorne has the right to match any
competing proposal in the event a competing proposal is made. Cusac
has agreed not to solicit or initiate any discussion concerning the
pursuit of any other business combination.
American Bonanza Assignment
As part of the Transaction, Cusac assigned all its rights to the
option to acquire 46 mineral claims near Cassiar, British Columbia
(the "Property") from American Bonanza Gold Corp. ("Bonanza"),
dated June 7, 2007. The Property covers the majority of the Taurus
Deposit that hosts a National Instrument 43-101 compliant inferred
resource estimate of 1.04 million ounces of gold consisting of 32.4
million tonnes at a grade of 1.0 g/t (technical report dated May
15, 2007, by Wardrop Engineering is available at www.sedar.com).
The balance of the Taurus deposit is held 100% by Cusac.
The assigned agreement with Bonanza requires Hawthorne to pay $6
million over two years, consisting of $1 million by December 22,
2007, $2 million by June 22, 2008, $1.5 million by June 22, 2009
and $1.5 million by December 22, 2009. A further $3 million is
payable upon completion of a positive feasibility study
recommending production, or production, whichever comes first.
Pursuant to the agreement, Hawthorne is required to issue 250,000
common shares to Bonanza on or before December 22, 2008. The
parties agreed to delete in its entirety the $2 million bonus
payment which would have been payable in the event that the price
of gold closes above US $800 per ounce for a period of 100
consecutive days.
Hawthorne Financing
Hawthorne also announces it has arranged, subject to regulatory
approval, a non-brokered private placement to raise gross proceeds
of $3 million. The private placement consists of 1,875,000 units
priced at $1.60 per unit. Each unit consists of one common share
and one-half of one share purchase warrant. Each whole warrant is
exercisable for a period of eighteen months from closing to acquire
one common share at a price of $2.25 per share. On closing of the
private placement, Praetorian Offshore Ltd., a Cayman Island based
fund, will own approximately 11% of the outstanding common shares
of the Company.
The shares and warrants underlying the private placement units
will be subject to hold periods in accordance with TSX-V policies
and applicable securities laws. The Company anticipates paying
finder's fees on funds sourced to eligible finders in respect of
certain units placed under the financing. Proceeds of the financing
will be used as interim funding to complete the first payment of
the Bonanza option, costs to complete the merger Transaction of the
two companies, and general working capital.
About Cusac Gold Mines Ltd.
Founded in 1966 by respected mining leader Guilford Brett, Cusac
is a junior gold exploration and past-producing company focused
primarily on the Cassiar Gold Property, a 175 square kilometre
package of mineral claims located in north central British
Columbia, Canada. The Cassiar Gold Property hosts a number of gold
assets, including the Taurus Deposit, the fully permitted Table
Mountain Gold Mine, and the Taurus II early stage exploration
area.
About Hawthorne Gold Corp.
Hawthorne Gold is a Canadian-based gold exploration and
development company with key properties located in British
Columbia, Canada. Hawthorne's goal is to become a successful gold
company through focused exploration and development initiatives and
potential acquisitions. Hawthorne is led by respected mining
leaders Richard Barclay and Michael Beley who co-founded Bema Gold
and Eldorado Gold in 1980's and 1990's and have worked together for
nearly 40 years. Hawthorne's VP of Operations, Michael Redfearn,
has over 35 years of mining, metallurgical, environmental and
construction experience in the industry. Mr. Redfearn was Vice
President of Operations for bcMetals Corporation, where he was
responsible for the oversight of the feasibility study on the Red
Chris project in Northern British Columbia. Mr. Redfearn was Mine
Manager at the Cantung Mine in the Northwest Territories and held
various senior positions with Cominco Limited.
Pursuant to an option agreement dated October 31, 2006 between
Hawthorne and Eureka Resources Inc., Hawthorne can earn a 51%
interest in the Frasergold property by completing exploration
expenditures totaling $3.5 million, completing a feasibility study
by April 30, 2010 and making cash payments totaling $175,000 before
October 31, 2009. Hawthorne can earn a further 9% (for a total of
60%) by arranging financing for 70% of the estimated capital costs
for production.
Michael Redfearn, P.Eng, a Qualified Person as defined by
National Instrument 43-101, has approved the technical content of
this news release.
HAWTHORNE GOLD CORP.
Richard J. Barclay, President & CEO
CUSAC GOLD MINES LTD.
David Brett, President & CEO
Certain information regarding the companies including
management's assessment of future plans and operations, may
constitute forward-looking statements under applicable securities
laws and necessarily involve risks associated with mining
exploration and development, volatility of prices, currency
fluctuations, imprecision of resource estimates, environmental and
permitting risks, access to labour and services, competition from
other companies and ability to access sufficient capital. As a
consequence, actual results may differ materially from those
anticipated in the forward-looking statements.
The TSX and TSX Venture Exchange do not accept responsibility
for the adequacy or accuracy of this release.
Contacts: Hawthorne Gold Corp. Robert Ferguson (604) 629-1505 or
Toll Free: 1-888-629-1505 Hawthorne Gold Corp. Todd Hanas Toll
Free: 1-866-869-8072 Website: www.hawthornegold.com Cusac Gold
Mines Ltd. Ravinder Mlait (604) 682-2421 or Toll Free:
1-800-670-6570 Website: www.cusac.com
Cuisine Solutions (CE) (USOTC:CUSI)
Historical Stock Chart
From Nov 2024 to Dec 2024
Cuisine Solutions (CE) (USOTC:CUSI)
Historical Stock Chart
From Dec 2023 to Dec 2024
