Not necessarily the best news ...but it's news....
LRDR 1998-07-16 (provided courtesy of ISDN Wire Service)
INTERNATIONAL LARDER ANNOUNCES CORPORATE
REORGANIZATION AND AMALGAMATION WITH EXPLORERS
ALLIANCE CORPORATION
TORONTO, ONTARIO--
International Larder Minerals Inc. ("Larder") announces today the
mailing to its shareholders of the notice of its annual and
special meeting of shareholders to be held on August 12, 1998 to
approve a corporate reorganization and amalgamation with
Explorers Alliance Corporation (EAC).
The proposals being placed before the shareholders of Larder will
require both shareholder and regulatory approval. The proposal
has indicated that if the approvals are not forthcoming that the
current directors of Larder intend to resign and the secured
debenture holders have notified the company that they will
exercise their rights to realize on their security.
The Board of Directors of each Amalgamating Corporation has
concluded that the Amalgamation is fair to and in the best
interests of their respective shareholders. In the case of
Larder, it has been unable to obtain additional financing to pay
its debts and to carry on its operations, and is in default on
its outstanding secured debentures. The amalgamation also affords
Larder shareholders the opportunity of participating in mineral
exploration and development to be conducted by Explorers on its
base metals properties and it is anticipated that additional
financing will be available. Explorers on the other hand wishes
to amalgamate with a company which is recognized as a "reporting
issuer" under the provisions of the Securities Act (Ontario)
which will provide the holders of Explorers shares with an
opportunity to realize some liquidity in their investment.
Larder currently has 44,569,406 common shares outstanding and, if
all approvals are received, agreement has been reached for the
settlement of the $2,297,706 secured debentures of Larder by the
issuance of 57,442,650 common shares of Larder and in addition
the settlement of a minimum of $702,294 of approximately $996,700
of unsecured debt by the issuance of a minimum of 17,557,350
common shares of Larder at $0.04 per share.
Name of No. of No. of No. of Percentage
Amalgamating Outstanding Amalco Class Outstanding of Outstanding
Corporation shares A shares Amalco ClassA Class A
Amalco shares
Larder 44,569,406(1)
57,442,650(2)
17,557,350(3)
--------------
119,569,406 0.10 11,956,940 57.51
--------------
Explorers 15,000,000(4)
2,666,667(5)
--------------
17,666,667 0.50 8,833,334 42.49
---------- ------
20,790,274 100.
1) Larder common shares outstanding
2) conversion of $2,297,706 secured debentures
3) conversion of $702,294 unsecured debt
4) Explorers common shares outstanding
5) equity financing of $400,000 for 2,666,667 shares
The amalgamated company will have an unlimited number of common
shares authorized and an unlimited number of Class A shares
authorized. The shareholders of Larder and Explorers will all
receive Class A shares at the time of the amalgamation. The Class
A shares are non-voting and convertible into common shares at any
time at the option of the holders on a share for share basis. In
addition, the Amalco Class A shares will be redeemable at the
option of Amalco at the market price for such shares from time to
time.
Larder presently has 22,135 registered shareholders of which
approximately 21,000 shareholders hold less than 500 shares. The
issuance of the Class A Amalco shares is being done in order to
reduce the excessive mailing costs which Larder has faced in
order to fulfill its statutory requirements to its shareholders.
The directors and officers of Amalco are proposed as follows:
R. Brian Murray Chairman & Director
John D. Harvey, P.Eng. President, Chief Executive Officer &
Director
Andrew T. Peterson Director
James H. Decker, P.Eng. Director
Robert N. Granger, Q.C. Vice President, Administration, Chief
Financial Officer, Treasurer,
Secretary, & Director
The main assets of Larder are its inactive copper mill in Quebec,
its mineral claims in the Matheson Township in Ontario and its
interest in the Alder Pond deposit which is a significantly
advanced base metal project on approximately 1,796 acres in
Somerset County, in Maine.
The main assets of Explorers are its "Timmins Properties" located
to the north and northwest of the city of Timmins, Ontario and
its interest in 238 unpatented mining claims located in Beschefer
Township in the Province of Quebec. Billiton Metals Canada Inc.
has an option to earn a 51% interest in 201 of these mining
claims in Beschefer Township by making certain payments to the
company and incurring work expenditures of $1,000,000 by November
25, 2001.
In addition, Explorers together with its joint venture partner
Prospectors Alliance Corporation, have a joint venture with
Falconbridge Limited with respect to an area of interest covering
approximately 1,800 mining claim units (Kamiskotia joint
venture). Explorers and its co-venturer partner Prospectors
Alliance Corporation also have a further joint venture agreement
with Falconbridge and Hudson Bay Exploration and Development
Company Limited covering approximately 1,200 of the previously
noted 1,800 mining claim units.
Under the terms of the joint venture, Hudson Bay and Falconbridge
can "earn-in" in specific target areas on these properties by the
expenditure of $1 million on each target area within a five year
period. If the earn-in is completed, Explorers (and PALL) will
hold 20% interest and Falconbridge and Hudson Bay 40% interests,
each. Properties on which the earn-in is not completed will
revert to the Kamiskotia Joint Venture between Falconbridge and
Explorers ( PALL). After earn-in, each party must participate or
dilute. Explorers regards this as an excellent way for it to
acquire significant interests in new exploration discoveries in
this highly prospective area for VMS (base metal) deposits. The
partners have now approved a budget of $430,000 to cover the
first stage of their work which is from July 1, 1998 to December
31, 1998 which includes the cost of initial diamond drilling on
each of the 13 very high priority targets identified to date.
For further information please contact:
R. Brian Murray, Director:
Ph. (416) 864-0237
Fx. (416) 864-0567 |
