Symbol: CA TSX-V
VANCOUVER, Jan. 12 /CNW/ - Caerus Resource Corporation ("the Company") (TSX-V: CA) provides an update on its previously announced proposed Plan of Arrangement with White Gold Corporation involving the Company's acquisition of a 100% interest in White Gold Corporation pursuant to an Arrangement Agreement dated September 28, 2009 (the "Agreement").
The Company has today received from White Gold Corporation a purported notice of termination of the Agreement on the basis that the Plan of Arrangement was not completed prior to December 31, 2009.
Proceeding towards the completion of the Plan of Arrangement was delayed beyond December 31, 2009 because the Company was waiting for confirmation that White Gold Corporation is the registered and recorded owner of Oro Barracuda Ltda. under applicable Colombian laws. In connection with the transaction, White Gold Corporation represented that it holds certain mineral claims and mineral title solicitations relating to gold exploration properties located in Colombia through a wholly-owned subsidiary, Oro Barracuda Ltda., a Colombian corporation. Acquiring an interest in these assets was the Company's main purpose for the transaction. Based on the Company's due diligence, the applicable registration process that would result in White Gold Corporation being validly recognized as the registered and recorded owner of Oro Barracuda Ltda. had not been completed by White Gold Corporation as of late December 2009. In addition, White Gold Corporation did not take various steps as required under the Agreement to advance the Plan of Arrangement.
The Company has invested significant time and money into completing the Plan of Arrangement and proceeded in good faith while waiting for White Gold Corporation to comply with its obligations under the Agreement. In light of White Gold Corporation's delivery of the notice of termination, the Company is now reviewing its legal position in regards to this matter.
On Behalf of the Board of Directors of Caerus Resource Corporation
Adrian F.C. Hobkirk / President and Chief Executive Officer
Neither 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. This news release contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities and Exchange Act of 1934, as amended. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based upon opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors which could cause actual results to differ materially from those projected in the forward-looking statements. The reader is cautioned not to place undue reliance on forward-looking statements. The transaction described in this News Release is subject to a variety of conditions and risks which include but are not limited to : regulatory approval, shareholder approval, market conditions, legal due diligence for claim validity, financing, political risk, security risks at the property locations and other risks. As such, the reader is cautioned that there can be no guarantee that this transaction will complete as described in this News Release. We seek safe harbour.
SOURCE CAERUS RESOURCE CORPORATION
For further information: For further information: Caerus Resource Corporation, 1525 - 57 Avenue West, Suite 212, Vancouver, BC, Canada, V6P 6E9, Tel: (604) 218-2716, Fax: (604) 569-2716, U.S. Tel: (714) 316-3272, www.resourceexploration.com, email@example.com