Why the silence about Silvertip???
Peruvian and Patriot Sign Letter Agreement
VANCOUVER, BRITISH COLUMBIA--Mr. David Henstridge, President,
Peruvian Gold Limited (PVO:CDNX), hereinafter referred to as
"PGL", is pleased to announce that further to the news release
dated July 21st, 2000, PGL has signed a Letter Agreement dated
July 20th, 2000, with Patriot Computer Corporation, hereinafter
referred to as "Patriot", for the business combination and
reorganization of PGL and Patriot by way of a Statutory Plan of
Arrangement, hereinafter referred to as the "Arrangement".
Founded in 1991, Markham, Ontario-based Patriot (www.patriot.com)
designs, manufactures and markets high quality, franchise-branded
computer systems and educational tools for children and families,
including the highly successful Barbie PC? and Hot Wheels PC?.
Patriot is one of North America's leading direct-to-consumer,
sales and marketing-driven technology companies. Patriot's
audited financial statements for fiscal year ending September
30th, 1999, show revenue to be $101.5 million, and unaudited
financial statements for the first nine months of the current
fiscal year show revenue has exceeded $133 million. Upon
completion of the transaction, PGL will become involved in the
technology sector.
In connection with the Arrangement, PGL will continue into Ontario
under the name of Patriot Computer Corporation, hereinafter
referred to as PCC, with the shareholders of PGL receiving one
share of PCC for each 3.25 PGL shares surrendered. The
shareholders of Patriot, a private corporation, will transfer to
PCC the shares of Patriot in exchange for PCC shares. As a
result, PCC, which will be listed on the Canadian Venture
Exchange, and own Patriot, will be held 20.5% by former PGL
shareholders. PCC will be located in Markham, Ontario and be
managed by Patriot personnel.
Patriot currently has 13,061,388 issued and outstanding shares
(23,517,201 fully diluted) of which John Durst and Mark Durst of
Ontario hold 15.6% each of the issued and outstanding shares, and
are the controlling shareholders. There are no relationships,
direct or indirect interests, among the insiders of PGL and
Patriot. The resulting Board of directors of PGL after the
completion of the Arrangement will be as follows:
Mark William Durst - Mr. Durst holds a Bachelor of Mathematics
from the University of Waterloo and is a member in good standing
of the Institute of Chartered Accountants of Ontario. Mr. Durst
lives in Ontario and is a co-founder of PCC.
John Paul Durst - Mr. Durst holds a Bachelor of Education and a
Bachelor of Commerce from the University of Toronto. Mr. Durst
also lives in Ontario and is a co-founder of PCC.
Jason Gordon Ewart - Mr. Ewart holds a Bachelor of Economics from
McGill University and is the Market Analyst for A&E Capital
Funding, a publicly trading company on the Toronto Stock Exchange.
Mr. Ewart lives in Ontario.
In conjunction with the Arrangement, the combined company intends
to raise approximately $15 million by way of a brokered private
placement through a syndicate of underwriters led by Dundee
Securities Corporation. When combined with the approximate $9
million in cash already existing (pre-Arrangement) in the
treasury, Patriot will then have $24 million to finance its
expansion plans. The funds will be raised at a price of $3 per
unit, with each unit comprised of one share and one share purchase
warrant. Each warrant will entitle the holder to acquire a
further common share at a price of $3.50 over a period of two
years. It is proposed that a prospectus will be issued to qualify
the issuance of the units.
There will be no deposits or loans made to Patriot by PGL prior to
the completion of the Arrangement. One significant condition of
closing is that Patriot must have entered into arrangements with
International Business Machines (IBM) with respect to their
existing credit facility with IBM on terms satisfactory to both
Patriot and PGL.
Also under the Arrangement, PGL's Peruvian mining assets and a
minimum of $300,000 will be transferred to a new corporation, Tumi
Resources Limited, hereinafter referred to as "Tumi" and this
corporation will continue the exploration and development of these
Peruvian mining assets. Patriot's shareholders will not be issued
shares of Tumi. Pursuant to the Arrangement, PGL's shareholders
will receive 1 share of Tumi for each 5 shares of PGL. The board
of Tumi will be as follows:
David Alan Henstridge - Mr. Henstridge holds an Honors Degree in
Science (Geology) from the University of Adelaide, Australia, and
is a fellow of the Australian Institute of Mining and Metallurgy
and a member of the Australian Institute of Geoscientists. Mr.
Henstridge is currently the President and CEO of Peruvian Gold
Limited.
Mr. Henstridge resides in British Columbia.
Nick DeMare - Mr. DeMare holds a Bachelor of Commerce degree from
the University of British Columbia and he is a member in good
standing of the Institute of Chartered Accountants of British
Columbia. Mr. DeMare is the principal owner of Chase Management
Ltd., a private company which provides a broad range of
administrative, management and financial services to private and
public companies. Mr. DeMare lives in British Columbia.
Robert O. Plenge - Mr. Plenge holds a Bachelor of Science
(Geology) and is the principal of Minera GeoRop S.R.L.
Consultores, an independent geological consulting firm in Lima,
Peru. Mr. Plenge lives in Peru.
Canaccord Capital Corporation, hereinafter referred to as "CCC",
subject to completion of satisfactory due diligence, has agreed to
act as sponsor to PGL and Tumi, on a fee basis, in connection with
the transaction. CCC will provide a review, financial position
and market trading performance of Patriot and a fairness opinion
of the Arrangement. An agreement to sponsor should not be
construed as any assurance with respect to the merits of the
transaction or the likelihood of completion.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
disinterested shareholder approval. The transaction cannot close
until the required shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or
at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the Arrangement may not be accurate or complete and should not
be relied upon. Trading in the securities of PGL should be
considered highly speculative.
On behalf of the Board,
David Henstridge, President
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FOR FURTHER INFORMATION PLEASE CONTACT:
Peruvian Gold Limited
David Henstridge
President
(604) 681-0110 or TOLL-FREE 1-888-215-5111
(604) 682-2236 (FAX)
E-mail:pvo@intergate.bc.ca
Web site: www.peruviangold.com |
