Acadian Mining Corporation announces proposed spinout of gold assets
Fri Apr 18, 12:10 AM
ca.news.finance.yahoo.com
Trading Symbol: ADA:TSX; C2Z-Frankfurt
Shares Outstanding: 142,237,907
HALIFAX, April 18 /CNW/ - Acadian Mining Corporation (TSX: ADA.TO) ("Acadian" or the "Company") announces a proposed spinout transaction ("Arrangement") involving its gold exploration properties ("Spinout Assets"). The Arrangement is intended to create a new public company, Annapolis Gold Corporation ("Annapolis"), which would own the Spinout Assets and initially be owned by the shareholders of Acadian. The Arrangement is to be accomplished through a plan of arrangement under the Canada Business Corporations Act and is subject to approval by Acadian shareholders, the Supreme Court of Nova Scotia and regulatory authorities, including the Toronto Stock Exchange and any exchange upon which Annapolis seeks a listing.
Acadian has scheduled its annual and special meeting of shareholders ("Meeting") for June 9, 2008, to, among other things, approve the Arrangement. The Notice of Meeting and supporting documents for the Meeting will be mailed to the shareholders of Acadian in the coming weeks.
If all required approvals are received and the Arrangement proceeds, the Arrangement will result in shareholders of Acadian receiving one share of Annapolis for every four shares of Acadian they hold on the "Distribution Date" and Annapolis will own all of the Spinout Assets described below. Acadian shareholders will continue to hold all the same number of Acadian shares they owned before the Arrangement and Acadian will continue to own the Scotia Mine operations together with all of the Company's extensive base metal claim holdings including the Getty Deposit, the Smithfield Deposit currently under option, the Eastville prospect, the Lake Ainslie barite-fluorite deposits and its 44.42% interest in Royal Roads Corp. (RRO-TSX-V). Acadian will continue to be managed by its existing management team and Acadian will provide administrative and operational services to Annapolis with such additional staff as may be required. The officers and directors of Annapolis will initially be the same as those for Acadian.
It is anticipated that the Distribution Date will occur in late June, 2008. Financing arrangements will be conducted before the Distribution Date to raise funds for Annapolis with investors receiving shares of Annapolis.
Acadian believes that the arrangement will (i) create the appropriate structure to fund the exploration activities for the Spinout Assets; (ii) provide greater aggregate access to capital to fund the growth of the businesses of each of Acadian and Annapolis; (iii) better align the risks and returns from Acadian's current assets and provide Acadian's shareholders with the ability to determine their participation in such assets through their holdings of shares of Acadian and shares of Annapolis; and (iv) enhance long-term value for Acadian's shareholders.
The Spinout Assets are comprised of all of Acadian's extensive gold claim holdings including Acadian's four advanced gold properties, Beaver Dam, Tangier, Forest Hill and Goldenville, which form the core holdings of the Scotia Goldfields project. The four advanced properties all host National Instrument 43-101 compliant gold resources as summarized in the table below.
Gold Resources
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Cut
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Property Lower Cut-off Category Tonnes* Grade Ounces*
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Inferred 10,400,000 1.51 504,000
Beaver Dam 0.3 g/t -----------------------------------------
Indicated 9,080,000 1.53 446,000
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Inferred 383,000 11.93 147,000
Forest Hill 3.5 g/t/1.2m -----------------------------------------
Indicated 225,000 14.91 108,000
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Inferred 271,000 12.08 105,000
Tangier 3.5 g/t/1.2m -----------------------------------------
Indicated 134,000 9.67 42,000
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Inferred 385,000 12.38 153,000
Goldenville 3.5 g/t/1.2m -----------------------------------------
Indicated 63,000 14.72 30,000
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TOTAL - 4 PROJECTS Inferred 909,000
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Indicated 626,000
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*Rounded
PR No. 23-07, July 16, 2007; PR No. 13-05, Oct 7, 2005; PR No. 17-05,
Oct. 5, 2004; PR No. 02-05, March 2, 2005
The Beaver Dam property is presently the subject of a scoping study, the results of which are anticipated shortly. The Beaver Dam property is being evaluated for the potential to support an open pit operation followed by an underground phase. In addition, Beaver Dam is a potential site for a central milling facility to process material from potential underground operations at Forest Hill, Goldenville and Tangier. The Tangier property boasts a modern ramp to a depth of 145 metres and 5,000 metres of underground work, and both Forest Hill and Goldenville have modern shafts and extensive underground development. Annapolis' objective will be to advance these properties to production subject principally to completing positive studies, and obtaining the necessary permits and financing.
Management's Opinion
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Will Felderhof, President and CEO stated: "Given the current price and outlook for gold this is an appropriate time to expeditiously advance these gold properties and create value for our shareholders."
About the Company
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Acadian is a Halifax, Nova Scotia, Canada based mining company which operates a zinc-lead mine (Scotia Mine) at Gays River, Nova Scotia and is exploring and developing gold, zinc-lead, and barite properties in Atlantic Canada.
The Scotia Mine operates as an open pit mine and is expected to produce 30,000 tonnes of high grade zinc concentrate and 12,000 tonnes of high grade lead concentrate per year. See the Company's News Release No. 16-06, July 17, 2006 for further details.
The Company is also focused on developing four advanced gold properties, Beaver Dam, Tangier, Forest Hill and Goldenville, which form the core holdings of the Scotia Goldfields project. Each of the four advanced properties host gold resources described in technical reports prepared in compliance with National Instrument 43-101 and are available on www.sedar.com. A summary of gold resources for Goldenville, Forest Hill and Tangier is provided in News Release No, 01-06, January 5, 2006, under the paragraph titled "About Acadian Gold". A summary of gold resources for Beaver Dam is provided in News Release No 23-07, July 16, 2007. The Corporation is bringing a new approach to the development of Nova Scotia gold deposits by pursuing a multiple mine, central processing, managing and servicing strategy.
The Company holds a 44.42% equity interest in Royal Roads Corp. ("Royal Roads") (RRO-TSX-V). Royal Roads' principal asset is a 16,075 hectare (approximately 32 km x 5 km) mineral property known as the Tulks North property which is strategically located in the centre of the world-class Buchans base metal camp in central Newfoundland, Canada. In addition, Royal Roads holds a 26.4% equity interest in Buchans River Ltd. ("Buchans River") (BUV-TSX-V), which also holds a highly prospective property portfolio in the Buchans camp. Acadian's indirect interest in Buchans River is 11.7%.
Other
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Terence Coughlan, B.Sc., P. Geo., is a qualified person as defined by National Instrument 43-101 and has reviewed the technical information reported in this news release for accuracy.
Forward Looking Statement
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Certain information regarding the Company contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company cautions that actual performance will be affected by a number of factors, many of which are beyond the Company's control, and that future events and results may vary substantially from what the Company currently foresees. Discussion of the various factors that may affect future results is contained in the Company's 2006 Annual Report which is available at www.sedar.com. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
For additional information on the Company's properties and activities, please visit our web site at www.acadianmining.com. If you wish to be added to the Company's e-mail or fax distribution list for future news releases and updates, please contact Acadian at phone: 902 444-7779, fax: 902 444-3296, email: mail@acadianmining.com.
No regulatory authority has approved or disapproved the contents of this
release.
Contacts
G. William Felderhof
President & CEO
Terry F. Coughlan
Vice President
(902) 444-7779
Toll Free: (877) 444-7774
mail@acadianmining.com |
