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Gold/Mining/Energy : DISCOVERY BOARD ~ PRECIOUS METALS ENERGY URANIUM OIL -- Ignore unavailable to you. Want to Upgrade?

To: DrBill who wrote (4408)	10/25/2011 8:30:15 PM
From: onepath	Read Replies (1) \| Respond to of 4690

congrats to everyone...your link did not work for me so here is another.... stockwatch.com Claude to acquire remaining St. Eugene shares 2011-10-25 20:01 ET - News Release Also News Release (C-SEM) St Eugene Mining Corp Mr. Rick Johnson of Claude Resources reports CLAUDE RESOURCES INC. TO ACQUIRE ST. EUGENE MINING CORPORATION LIMITED Claude Resources Inc. and St. Eugene Mining Corp. have entered into a definitive agreement pursuant to which Claude will acquire, by way of a court-approved plan of arrangement, all of the shares of St. Eugene that it does not already own. The consideration for the purchase of 100% of the fully diluted in the money shares of St. Eugene is approximately $19 million plus Spinco (defined below), which will hold the Tartan Lake Gold Mine Project. The Share Consideration (defined below), based upon the 20 day volume weighted average price ("VWAP") of the common shares of Claude on the TSX on October 24, 2011 represents $0.145 per St. Eugene common share, a 28% premium to the 20 day VWAP of the common shares of St. Eugene on the TSXV on October 24, 2011 and a 53% premium to the 20 day VWAP of the common shares of St. Eugene on the TSXV on July 8, 2011 (the last trading day prior to Claude's original approach to St. Eugene). Under the terms of the transaction, each shareholder of St. Eugene will receive 0.0789 of a Claude share per St. Eugene share (the "Share Consideration"). Additionally, at closing, each St. Eugene shareholder will receive 0.25 common shares of a newly formed, wholly-owned, subsidiary of St. Eugene ("Spinco") in respect of each St. Eugene share. Spinco will be transferred St. Eugene's interests in the Tartan Lake Gold Mine Project and approximately $800,000 in cash. Claude will maintain its pro-rata stake in Spinco. In addition, Claude will reduce its existing net smelter return royalty on the Tartan Lake Gold Mine Project from a sliding scale to 2%. The net smelter return royalty can be repurchased at any time by Spinco for $1 million per each 1%. It is anticipated that the current members of the board of directors of St. Eugene will sit as board members of Spinco. The proposed transaction is the logical consolidation of the Amisk Gold Project. St. Eugene shareholders will benefit from a meaningful premium, the increased liquidity of their investment, exposure to the current gold price through production at the Seabee operation and outstanding exploration upside on Claude's Seabee, Amisk and Madsen projects. The Amisk Gold Project's independent NI 43-101 resource estimate (completed by SRK Consulting Inc. and released on February 17th, 2011) resulted in an indicated mineral resource of 921,000 AuEq ounces at 0.95 g/t AuEq and an additional inferred mineral resource of 645,000 AuEq ounces at 0.70 g/t AuEq. If this transaction is approved, Claude's interest in the Amisk Gold Project will increase from 65% to 100%. The Special Committee of St. Eugene comprised of independent directors received a verbal opinion from its financial advisor that the consideration to be received by the St. Eugene shareholders is fair from a financial point of view to the shareholders of St. Eugene. The Board of Directors of St. Eugene has unanimously recommended the transaction. In addition, the directors and senior officers of St. Eugene holding an aggregate 2% and a shareholder holding approximately 9% of the basic share capital of St. Eugene have entered into voting agreements with Claude. Combined with the shares that Claude already owns this represents 20% in favour of the transaction. The transaction is subject to the affirmative vote of 66 2/3% of St. Eugene's shareholders and is expected to close prior to December 31, 2011. The completion of the transaction is subject to customary closing conditions, including the receipt of any required regulatory approvals. In the event that the transaction is not completed, St. Eugene has agreed to pay Claude a termination fee of $800,000, under certain circumstances. St. Eugene has also provided Claude with certain other customary rights, including a right to match any competing offers. Dundee Securities Ltd. has acted as financial advisor to Claude and Primary Capital Inc. has acted as financial advisor to St. Eugene. For the Amisk Gold Project, Philip Ng, P.Eng., Senior Vice President, Mining Operations and Brian Skanderbeg, P.Geo., Vice President, Exploration, Qualified Persons, have reviewed and approved the contents of this news release. For the Tartan Lake Gold Mine Project, Tania Ilieva, P.Geo., Vice President, Exploration and Qualified Person, has reviewed and approved the contents of this news release. We seek Safe Harbor.

To: DrBill who wrote (4408)	10/26/2011 12:24:03 AM
From: PaperPerson	Respond to of 4690

This Sem-CRJ deal is going to work out pretty much as we expected. A discount method of adding to my favorite gold stock CGR-CRJ which is highly liquid and is a STEAL at $2.00. Once they own Amisk outright we will see that resource number get REAL. they know they are looking at 2 mm oz og as an absolute minimum up there at amisk, and maybe a lot more. It is a very large property with last production. I think it is 14,000 acres. The Spinco asset, the tartan lake gold project, is worth a minimum of c$4 million based on july 2011 offer by private company Churchill Resources. Spinco may get a little bidding war going on Tartan. Not inconceivable. The Following Reuters storyeuro ides some background: dannywettreich.com