Cusac Gold Shareholders and Debentureholders Vote Yes to Merger with Hawthorne Gold Corp.
15 March 2008 - 6:49AM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: HGC)(WKN: A0M55U) and
Cusac Gold Mines Ltd. ("Cusac") (TSX: CQC)(OTCBB: CUSIF) announce
the approval by Cusac shareholders and debentureholders of the
statutory plan of arrangement (the "Arrangement") pursuant to
which, among other things, Hawthorne will acquire all of the
outstanding common shares (the "Shareholders") and debentures (the
"Debentureholders") of Cusac as more particularly described in the
Cusac Information Circular dated February 13, 2008, available on
www.sedar.com. At a meeting held today, Cusac Shareholders and
Debentureholders voted in favour of the Arrangement by 93% and
100%, respectively.
"Today is an historic day for Cusac and Hawthorne shareholders;
together we are creating an emerging British Columbia gold producer
with near term production and longer term development," said
Richard Barclay, President and CEO of Hawthorne. "The three British
Columbian gold projects provide geographical synergies and we've
built a cohesive technical and management team that will be focused
on creating value for Cusac and Hawthorne shareholders in the near
and long term."
"I could not have hoped for better partners than the Hawthorne
team to move Cusac's vision for the Cassiar Gold Camp forward,"
said David H. Brett, President and CEO of Cusac. "The combined
company will be well positioned to leverage its high quality
portfolio of gold assets and chart an aggressive plan for
growth."
Under the terms of the Arrangement, shareholders of Cusac will
receive one (1) common share of Hawthorne in exchange for each
nineteen (19) Cusac common shares. In addition, for each two (2)
dollars of principal and interest owed to each Cusac
Debentureholder, Hawthorne will issue one (1) Hawthorne common
share. On closing of the Arrangement, Hawthorne will issue
approximately 6.15 million common shares to Cusac Shareholders and
Debentureholders and Hawthorne will have approximately 22.5 million
common shares issued and outstanding. Cusac stock options and
warrants will be assumed by Hawthorne, using the effective nineteen
(19) to one (1) ratio.
Completion of the Arrangement remains subject to certain
conditions set out in Cusac's Information Circular. Cusac and
Hawthorne are diligently working to complete the Arrangement, which
is expected to close within the next few weeks. Cusac's application
to the British Columbia Superior Court of Justice to obtain the
final court order approving the Arrangement is scheduled for March
25, 2008. There can be no assurance that the Arrangement will be
completed as proposed or at all.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and
development company with key properties located in British
Columbia, Canada. Hawthorne is lead by well-respected mining
leaders Richard Barclay and Michael Beley together with mining
veteran Michael Redfearn. Hawthorne's goal is to become a junior
gold producer through planned production at Table Mountain in 2009
and continued resource development at the Frasergold and Taurus
deposits.
Pursuant to an option agreement dated October 31, 2006 between
Hawthorne and Eureka Resources Inc. (TSX VENTURE: EUK), Hawthorne
can earn a 51% interest in the Frasergold property by completing
sufficient exploration expenditures totaling $3.5 million
(expended), completing a feasibility study by April 30, 2010 and
making cash payments totaling $175,000 ($75,000 paid to date)
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.
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 kilometer
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.
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, closing of the Arrangement, 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 (604) 629-0923 (FAX) 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
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