Camisha Resources Corp. Updates Proposed Reverse Takeover with Prima Fluorspar Corp.
VANCOUVER, Jan. 28, 2013 /CNW/ - Camisha Resources Corp. (TSXv: CRN) ("Camisha" or the "Company") updates its proposed business combination (the "Transaction") between Camisha and Prima Fluorspar Corp. ("Prima"), which will constitute a Reverse Takeover of Camisha, as defined in the policies of the TSX Venture Exchange (the "Exchange"), further to its news releases dated September 25, 2012 and October 26, 2012.
At this time, pursuant to the terms of a definitive share exchange agreement dated as of September 25, 2012 with Prima and all of the shareholders of Prima, Camisha continues to finalize the Transaction, the closing of which is subject to, among other things, the approval of the Exchange as well as the shareholders of Camisha.
In connection with the foregoing Camisha shareholder approval, Camisha announces that the Notice of Meeting and Management Information Circular (together, the "Circular") with respect to the Transaction and annual meeting matters, and the related annual and special meeting of shareholders of Camisha to vote on the Transaction and annual meeting matters (the "Meeting"), has been mailed to Camisha shareholders of record as of January 18, 2013. The Circular contains a detailed description of the Transaction. The Circular has also been filed on SEDAR (http://www.sedar.com).
The Meeting will be held at the offices of Clark Wilson LLP, Suite 900, 885 West Georgia Street, Vancouver, B.C., on Wednesday, the 20th day of February, 2013 at 10:00 a.m. (Vancouver time). All Camisha shareholders are encouraged to vote in person or by proxy at the Meeting.
The Transaction is expected to close by early March. Closing of the Transaction is subject to a number of conditions and approvals which include approval of at least 66 2/3% of the votes cast by disinterested Camisha shareholders at the Meeting and the approval of all relevant regulatory authorities. The board of directors of Camisha has unanimously determined that the Transaction is in the best interests of Camisha and its shareholders. The board has unanimously recommended that shareholders vote in favour of approving the Transaction.
Upon completion of the Transaction, Camisha anticipates that it will be continue to be classified as Tier 2 mineral exploration issuer under the policies of the Exchange and will continue to be engaged in the business of mineral exploration.
Trading of Camisha's common shares on the Exchange was originally halted on September 26, 2012 and remains subject to halt until the Transaction is accepted by, or further satisfactory documentation has been filed with, the Exchange pursuant to Section 3.5 of Exchange Policy 5.2.
The Company also announces that it has received the National Instrument 43-101 ("NI 43-101") compliant Technical Report dated December 12, 2012 (the "Technical Report"), summarizing the Liard Fluorspar Property (the "Property"). The Technical Report is entitled "Technical Report on the Liard Fluorspar Project" and was prepared at the request of Camisha and Prima in connection with the Transaction. It was completed by Neil G. McCallum, B.Sc., P.Geo., a qualified person as that term is defined in NI 43-101 who is independent of Camisha and Prima. The Property is intended to be one of the Company's two principal properties upon completion of the Transaction. A copy of the Technical Report has been filed with the applicable securities and regulatory authorities in Canada and can be found on the SEDAR.
The Company also announces that it has received a written valuation report dated December 31, 2012 and modified on January 21, 2013 (the "Valuation Report"), providing an independent valuation to assist Camisha in determining the fair market value of Prima. The Valuation Report is entitled "Estimate Valuation Report" and was prepared at the request of Camisha. It was completed by RwE Growth Partners, Inc. who is independent of Camisha and Prima. A copy of the Valuation Report can be found on the SEDAR and is summarized in the Circular.
Previous Business of Prima Fluorspar Corp.
Prima is a private company incorporated in the Province of British Columbia in May of 2012 and its business is focused on expanding an historic fluorspar resource* at the Liard Fluorspar Property consisting of 55 mineral claims covering 55,000 acres.
The historic fluorspar resource of 3.2 million tonnes at an average grade of 32% fluorspar with historical metallurgical testing of 97% CaF2* was determined from historic drilling of 61 holes which revealed 20 showings of fluorspar and 7 major fluorspar showings.
Prima believes that these historic mineral resources provide a conceptual indication of the potential of the property and are relevant to ongoing exploration. These are not current resources.
Previous Business of Camisha Resources Corp.
Camisha currently holds an option to acquire an undivided 100% interest in the King Gold-Copper Property located in the Yukon Territory.
Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Reverse Takeover may not be accurate or complete and should not be relied upon. Trading in the securities of Camisha should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD
CAMISHA RESOURCES CORP.
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
Certain information contained in this news release, including any information relating to the proposed Transaction and Camisha, may be deemed "forward-looking". All statements in this news release, other than statements of historical fact, that address events or developments that Camisha expects to occur, are considered "forward-looking information". These statements relate to future events and reflect Camisha's expectations regarding the Transaction and the business prospects and opportunities of Camisha. These forward-looking statements reflect Camisha's current internal projections, expectations or beliefs and are based on information currently available to Camisha. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", or the negative of those terms or other comparable terminology. Assumptions upon which such forward-looking information (regarding completion of the Transaction) include that Camisha and Prima will be able to satisfy the conditions in the share exchange agreement dated as of September 25, 2012 among Camisha, Prima and all of the shareholders of Prima, that the required approvals will be obtained from the shareholders of Camisha, that all regulatory approvals to the Transaction will be obtained and all other conditions to completion of the Transaction will be satisfied or waived. Although Camisha believes that the forward-looking information contained in this news release is based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Camisha expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
Prima Fluorspar Corp. has not undertaken an independent verification to classify the historic resource estimate quoted from a Mineral Potential Compilation Report for the BC Department of Economic Development, written by Wright Engineers Limited and H.N. Halvorson Consultants Ltd., in January 17, 1975 as a current mineral resource. Neither has Prima independently verified the results of the previous exploration work. Therefore, the historical mineral resource should not be relied upon, but the issuer believes the information to be relevant and reasonably reliable. An unknown quantity of the 3.2 million tonnes are on mineral claims outside of the current Liard Fluorspar Property. However, based on the information available, the majority of the estimate is based on the deposits located on Prima's Liard Fluorspar Property. The key assumptions, parameters and methods of the resource estimate are unknown at this time. New deposit definition drilling is needed to develop a current resource estimate on the property.
Prima believes that these historical mineral resources provide a conceptual indication of the potential of the property and are relevant to ongoing exploration.
SOURCE: Camisha Resources Corp.For further information:
President and CEO