Camisha Resources Corp. announces shareholder approval of proposed RTO with Prima Fluorspar Corp. and provides Transaction update
VANCOUVER, Feb. 26, 2013 /CNW/ - Camisha Resources Corp. (TSX-V: CRN) ("Camisha" or the "Company") is pleased to announce that of the disinterested shareholders of Camisha entitled to vote on the proposed reverse takeover transaction with Prima Fluorspar Corp. ("Prima") previously announced on January 28, 2013 (the "Transaction"), 100% of the votes represented at the Company's Annual and Special Meeting on February 20, 2013 voted to approve the Transaction.
"Fluorspar (fluorite) is indispensable in today's modern world - whether for aluminum and steel smelting, for coolant in refrigerators and air conditioners, in consumer products like Teflon® and GORE-TEX® or new medicines," comments Camisha CEO Dave Hodge, "Prima's Liard property has an historic fluorspar resource* of 3.2 million tonnes at an average grade of 32% fluorspar with mineralization is close to surface."
"There are no commercial fluorspar mines in Canada or USA. Prima is poised to play a significant role in the fluorspar market. The property is located right on the Alaska Highway encompasses 55,000 acres with approximately 30 km of potential strike," Mr. Hodge adds.
Upon consummation of the Transaction, Camisha will purchase all of the issued and outstanding shares of Prima and Prima will become a wholly-owned subsidiary of Camisha. In addition, Camisha intends to change its name to "Prima Fluorspar Corp." or such other name as determined by the directors of Camisha. The trading symbol "PF" has been reserved for the renamed company.
Camisha also announces today that it has revised the terms of the concurrent private placement financings (the "Financings") as described in the Management Information Circular (the "Circular") with respect to the Transaction mailed to Camisha shareholders of record as of January 18, 2013 and filed on SEDAR (http://www.sedar.com) on January 24, 2013.
The proposed Financings originally contemplated two (2) non-brokered private placement financings to be completed by Camisha concurrently with the completion of the Transaction pursuant to which Camisha would:
(i) issue up to 4,750,000 common shares at a price of $0.10 per share to be voluntarily held subject to a Value Security Escrow Agreement (as defined in the policies of the TSX Venture Exchange (the "Exchange)); and
(ii) issue up to 6,000,000 units at a price of $0.20 per unit with each such unit comprised of one common share and one half of one warrant, with each whole warrant entitling the holder to acquire one common share at a price of $0.30 per warrant share until twelve (12) months following the closing of the Transaction.
Originally, up to 1,000,000 common shares may be issued on a flow-through basis under the Income Tax Act (Canada) at a price of $0.20 per share, reducing the number of units issuable in (ii) above.
Due to investor demand, the Company seeks to revise the proposed Financings by: (i) allowing for further allocation of shares issuable on a flow-through basis under the Income Tax Act (Canada) instead of units as contemplated under the original Financings; and (ii) increasing the price at which such flow-through shares are issued from $0.20 per flow through share to $0.23 per flow-through share. As a result of the revised allocation and pricing: (i) the total common shares issuable under the Financing may be reduced from up to 10,750,000 and the total proposed aggregate gross proceeds may be increased from up to $1,675,000.
As contemplated under the original Financings, Camisha may still pay finder's fees to certain finders in connection with the revised Financings in accordance with the rules and policies of the Exchange.
The Financings will continue to be completed concurrently with the completion of the Transaction and the Company intends to use the proceeds from the Financings as working capital and to fund work on the Liard Fluorspar Property and on the Company's King-Gold Property.
The securities issued or issuable pursuant to the Financings will be legended with a hold period in accordance with applicable securities laws and, if required, the policies of the Exchange.
Trading of the Company's common shares on the Exchange will remain halted until the Transaction is accepted by, or satisfactory documentation has been filed with, the Exchange pursuant to Section 3.4 of Exchange Policy 5.2.
The Transaction is anticipated to close by mid-March, 2013.
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.
ON BEHALF OF THE BOARD
CAMISHA RESOURCES CORP.
President and CEO
Completion of the Transaction is subject to a number of conditions. 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 Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Camisha should be considered highly speculative.
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 Statements
Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. Forward-looking statements in this news release include statements about whether and when the proposed Financings will be approved and completed, whether the Transaction will be completed, and whether the conditions to completion of each, including the approval of the Exchange, can be satisfied. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company's control. These risks and uncertainties include, among other things, the risk that the Financing and/or the Transaction may not be approved by the Exchange, and that the Financings may not be subscribed for. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
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