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