To: Peter Bourgeois who wrote (242 ) 11/2/1998 6:42:00 PM From: Flip Respond to of 303
Straight off there web site. Has anybody ever heard of this company before? Caldera Resources Inc. Wishes To Announce The Proposed Acquisition of Remington Resources Caldera Resources Inc. wishes to announce the proposed acquisition of Remington Resources N.L.. Remington is a private Australian company that is involved in diamond exploration in Western Australia. Remington is to be acquired in exchange for the issuance by Caldera of 12,756,252 shares. If this transaction is completed, and based on a total of 19,024,121 Caldera shares currently outstanding, there would be 31,780,373 Caldera shares outstanding. John L. Daniels and Christopher R. Reindler, Chairman and President, respectively, of Caldera as well as directors and shareholders of Caldera, are the founders, controlling shareholders and members of the management of Remington. As a result of the potential of Remington's properties demonstrated by the compelling exploration results to date, a special committee consisting of the independent board of directors, Ross Orr, John McBride and Eduard Ludwig, has unanimously recommended this non-arm's length acquisition subject to ongoing due diligence and the necessary regulatory approvals. Caldera is engaged in diamond exploration in the Abminga region of northern South Australia and is the major tenement holder in the region. The acquisition of Remington gives Caldera participation in another major diamond exploration project. The acquisition also provides benefits to Caldera through the sharing of resources, management and exploration expertise. Remington Resources properties are geographically and geologically distinct from Caldera's properties. Remington Resources' principal exploration project is a group of Exploration Licences located in the north central part of Western Australia, approximately 400 kilometres east of the nearest major iron ore mining towns of the Pilbara region. Remington Resources was formed to carry forward exploration in an area on the north-eastern margins of the Pilbara craton selected on the basis of conceptual regional geological and structural modelling that recognized the structural similarities between the diamondiferous Kimberley Provinces with those on the margins of the Pilbara region. The conceptual model was the result of many years of regional geological and structural investigations carried out by Dr. Daniels prior to his association with either Caldera or Remington. Applying these regional studies to the northeastern boundary of the Pilbara craton, a search was made to locate similar regional geological and structural settings to those that control the emplacement of diamond-bearing intrusives on the northeast margin of the Basin. This search identified several areas with potential to host kimberlite or lamproite intrusives. In May 1995, broad scale surface sampling was carried out in two target areas to test the validity of the Daniels exploration hypothesis. Approximately 40 kimberlite indicator minerals were reported from five sample locations. This confirmation of the exploration potential led to an aggressive program of tenement acquisition by Remington that now covers 1,149 square kilometres. Follow-up aeromagnetic surveys totalling 18,480 line kilometres later identified a large number of anomalies with characteristics consistent with kimberlite / lamproite pipes. Surface sampling of some aeromagnetic anomalies has confirmed the presence of kimberlite indicator minerals. As a result of very encouraging preliminary results from the Tabletop Project, Remington identified two additional project areas in the same region. Stockdale Prospecting Limited, the Australian subsidiary of De Beers, has shown interest in exploring one of these additional project areas and has recently entered into a joint venture with Remington to explore this project area. The joint venture agreement provides that Stockdale may earn a 51% interest in any Exploration Licences acquired for diamond potential within the "Exploration Area", which covers 2,150 sq. km. most of which is outside the existing tenements, by spending Aust. $1.0 million in the three year period after September 25, 1998 (the "Commencement Date"). If the interest is earned, Remington shall contribute on a pro rata basis to additional work programs or contribute nothing whereby Stockdale can earn a further 24% interest by expending an additional Aust. $4 million in the 5 year period after the Commencement Date, taking its interest to 75%. At that point, Remington will have 60 days to determine whether to contribute to its 25% interest or receive a 10% carried interest until the decision to mine. The Exploration Area was the subject of an airborne survey carried out by Remington for 6,350 line km. Caldera recently appointed Professor Peter Nixon as a Special Advisor to the board. Professor Nixon is Emeritus Professor at the School of Earth Sciences, University of Leeds, United Kingdom. He is a recognized world authority on the occurrence of diamonds and diamond exploration and the petrology and mineralogy of kimberlites and related rocks. He has co-authored several scientific papers on the geology and mineral chemistry of the diamondiferous lamproite instrusives of the Kimberley Region of Western Australia. The west Kimberley lamproite fields were the basis for the conceptual model for the Tabletop project. Professor Nixon's experience with the West Kimberley lamproites is expected to be of considerable benefit in the exploration of the Tabletop project. The acquisition of Remington Resources by Caldera is subject to regulatory approval and the approval of disinterested shareholders. Pursuant to applicable regulatory requirements, a valuation by a qualified independent valuer is required for both Remington Resources and Caldera which will be summarized in an information circular to be sent to Caldera shareholders for a special meeting to be held on December 15, 1998.