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Eastfield, Lysander get TSX-V approval for spinoff
2008-04-08 18:54 ET - News Release
Also News Release (C-LYM) Lysander Minerals Corp
Mr. J.W. (Bill) Morton of Eastfield reports
EASTFIELD / LYSANDER PLANS OF ARRANGEMENT - SPIN-OFF OF LORRAINE COPPER CORP. EFFECTIVE DATE SET
The TSX Venture Exchange has given its final approval to the plans of arrangement filed by each of Eastfield Resources Ltd. and Lysander Minerals Corp., which provide for the listing of the shares of a new company, Lorraine Copper Corp. The shares of Lorraine will commence trading as a Tier 2 company on the exchange under the TSX-V trading symbol LCC upon completion of the listing requirements of the exchange.
Under the plans of arrangement, each of Eastfield and Lysander shall contribute their respective interests in the Jajay-Lorraine-Jan-Tam-Misty property located in the Omineca mining division of British Columbia (the Lorraine-Jajay property) and $150,000 of working capital (for a total of $300,000) to Lorraine. The Lorraine-Jajay property is host to alkalic porphyry copper-gold-silver deposits, and is located 280 kilometres northwest of Prince George, B.C. The Lorraine-Jajay property is currently being explored by Teck Cominco Ltd. (TCL) under an option agreement whereby TCL may earn up to a 65-per-cent interest in the Lorraine-Jajay property. Each of Eastfield and Lysander shall retain their respective interests in their other mineral properties.
The effective date of the Eastfield plan of arrangement has been set at April 16, 2008, which has also been determined as the record date for Eastfield shareholders to participate in the plan of arrangement. Eastfield shareholders of record on April 16, 2008, will subsequently receive approximately 0.451 of one common share of Lorraine for every share of Eastfield that they own, while still retaining their Eastfield shareholdings. Purchasers of Eastfield shares with settlement after the effective date will not receive Lorraine shares pursuant to the plan of arrangement. Take note that standard settlement terms for most brokerage firms are three business days following the date of purchase. The Eastfield plan of arrangement is more fully described in an information circular dated Oct. 23, 2007, in connection with a special general meeting of shareholders which was held on Nov. 27, 2007.
The effective date of the Lysander plan of arrangement has been set at April 16, 2008, which has also been determined as the record date for Lysander shareholders to participate in the plan of arrangement. Lysander shareholders of record on April 16, 2008, will subsequently receive approximately 0.914 of one common share of Lorraine for every share of Lysander that they own, while still retaining their Lysander shareholdings. Purchasers of Lysander shares with settlement after the effective date will not receive Lorraine shares pursuant to the plan of arrangement. Take note that standard settlement terms for most brokerage firms are three business days following the date of purchase. The Lysander plan of arrangement is more fully described in an information circular dated Oct. 29, 2007, in connection with a special general meeting of shareholders which was held on Nov. 27, 2007.
A total of 40 million common shares in the capital of Lorraine shall be issued (20 million shares, on a pro rata basis, to the shareholders of each of Eastfield and Lysander) in connection with the plans of arrangement.
Eastfield and Lorraine have entered into a warrant exercise agreement whereby the holders of certain warrants of Eastfield shall be entitled to receive, upon exercise, one common share in the capital of Eastfield, and approximately 0.451 of one common share in the capital of Lorraine. The exercise price of such Eastfield warrant shall be allocated 60 per cent to Eastfield and 40 per cent to Lorraine. There are 750,000 outstanding Eastfield warrants which are exercisable at 22 cents per share until Aug. 9, 2008.
Lysander and Lorraine have entered into a warrant exercise agreement whereby the holders of certain warrants of Lysander shall be entitled to receive, upon exercise, one common share in the capital of Lysander, and approximately 0.914 of one common share in the capital of Lorraine. The exercise price of such Lysander warrant shall be allocated 60 per cent to Lysander and 40 per cent to Lorraine. There are 250,000 outstanding Lysander warrants which are exercisable at 40 cents per share until March 9, 2009.
Further information concerning Lorraine and the Lorraine-Jajay property can be found in the listing application dated March 14, 2008, and a technical report on the Lorraine-Jajay property prepared G.L. Garratt and Joseph E.L. Lindinger, PGeo, dated Feb. 4, 2008, both of which are available on SEDAR.
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