PacRim enters reverse takeover deal with Global Nickel
2003-10-16 11:42 MT - News Release
Mr. John Bottomley reports
PACRIM ANNOUNCES PROPOSED BUSINESS COMBINATION WITH GLOBAL NICKEL INC.
PacRim Resources has entered into a heads of agreement with Global Nickel Inc. dated Oct. 14, 2003, whereby PacRim and GNI will effect a business combination. PacRim will acquire all of the shares of GNI to effect a reverse takeover of PacRim resulting in the shareholders of GNI holding approximately 69.46 per cent of the issued and outstanding securities of the merged company on an undiluted basis and approximately 60 per cent of the merged company on a fully diluted basis.
Proposed transaction
PacRim will acquire all of the issued and outstanding shares of GNI from the holders thereof by way of a share for share exchange in consideration for the issuance of 51,731,554 common shares of PacRim at a deemed price of 13.5 cents per share, for a total consideration of $6,983,760. GNI and each of its shareholders are at arm's length to PacRim, and no director, officer or insider of PacRim currently has any interest in GNI. Following the business combination, PacRim will have 74,478,440 common shares outstanding, of which approximately 30.54 per cent will be held by the current shareholders of PacRim on an undiluted basis.
Global Nickel Inc.
GNI's principal asset is its 100-per-cent ownership interest in the Maskwa nickel property located in the province of Manitoba.
The Maskwa property comprises a mineral lease, a surface lease and six mineral claims with a total area of 1,249 hectares located approximately 150 kilometres northeast of Winnipeg in the province of Manitoba. The Maskwa property hosts a known mineral deposit containing nickel, copper, cobalt and platinum group elements, and was the site of previous mining operations during the 1960s and 1970s. A total of 689 drill core samples were assayed for nickel, copper, cobalt, platinum and palladium by the previous owner of the Maskwa property during the 1990s.
In addition, GNI also has a 100-per-cent ownership interest in the Werner Lake property. The Werner Lake property comprises 129 patented mineral claims, five unpatented mineral claims, five mining leases and 10 licences of occupation situated in the Kenora mining district of the province of Ontario.
There are three mineralized zones on the Werner Lake property: the West cobalt deposit; the Werner Lake Minesite cobalt deposit; and the Eastern Shallows cobalt deposit. Over 2,000 drill core rock samples were assayed for cobalt, copper, gold and arsenic from the West cobalt deposit and the Werner Lake Minesite cobalt deposit, and approximately 646 drill core samples were assayed for cobalt, copper, gold and arsenic from the Eastern Shallows cobalt deposit by the previous owner of the Werner Lake property.
The business combination will constitute a reverse takeover pursuant to the policies of the TSX Venture Exchange.
Management and directors
Upon closing of the business combination, the company shall appoint two new directors and new officers. The following is a brief background on the two new proposed directors.
Wayne Turner
Mr. Turner has more than 30 years investment experience. In addition to working for several Canadian and international investment firms, Mr. Turner has an extensive background in corporate finance specializing in mining related transactions. He has been intimately involved with several mining companies during his career, and has extensive contacts in the Canadian mining industry.
Edward Ellwood
Mr. Ellwood, MBA, has 15 years of experience in executive positions with mineral companies listed on the Toronto Stock Exchange, the TSX Venture Exchange and the former Canadian Dealing Network. Most recently, Mr. Ellwood held the positions of president and chief executive officer of Canmine Resources Corp. Mr. Ellwood holds a master of business administration degree from the Richard Ivey School of Business, University of Western Ontario.
Paul Ning, Ewan Stoddart and John Bottomley will continue as directors of PacRim and Gary Artmont will resign as a director and continue his involvement with the company as vice-president, exploration.
Regulatory approval
Completion of the transactions are subject to a number of conditions, including but not limited to, stock exchange approval and approval of the majority of the shareholders of the company by way of written shareholder approval. The transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all. It is not anticipated that sponsorship will be required to complete this transaction.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the business combination, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of PacRim should be considered highly speculative. The trading in common shares of PacRim will remain halted pending review of the transaction by the TSX Venture Exchange and approval by the shareholders of PacRim by way of a written approval by a majority of PacRim's shareholders. |
