TORONTO, June 15 /CNW/ - Consolidated Puma Minerals Corp. (TSX-V:CPW)
("Puma") announces that it has agreed to sell its indirect 72% interest in its
Russian subsidiary, Kolskaya Mining and Geological Company ("Kola") to a
Russian company, Arkticheskiye Geologorazvedochnye Raboty ("AGR").
Kola holds the exploration license (the "License") on the East Pansky
platinum-palladium property located in the Kola Peninsula of northwestern
Russia (the "Property").
In light of new Russian legislation issued in May 2008 governing foreign
ownership (being the strategic investments and subsoil amendments laws)
combined with the overall technical considerations of the Property, Puma
management determined that the carrying value of the Property was impaired and
may not be recoverable. As a result, the carrying value of the Property was
written down to $nil as of fiscal year end December 31, 2008.
Pursuant to the terms of a sale and purchase agreement (the "Agreement")
between Puma's 80% indirectly owned subsidiary, Sablecare Limited
("Sablecare") and AGR, the consideration to Puma for the sale of the Property
to AGR will consist of:
(i) US$2,000 in cash;
(ii) 50% of the proceeds from a sale by AGR of any interest in the
share capital of Kola at a price of at least US$5,000 per 1% of
the share capital of Kola, provided such sale occurs within the
first two years following the closing of the Agreement; and
(iii) a 5% net smelter return royalty in favour of Sablecare payable
quarterly throughout the term of the License, in the event that
the Property is put into commercial production.
The sale of the Property to AGR will be on an "as is where is" basis. On
closing of the Agreement, AGR will assume all rights, obligations and
liabilities in connection with the Property and the License.
The sale of the shares of Kola is subject to a pre-emptive right of the
minority 10% participant in Kola, which right shall be exercised or waived
within 30 days of such party receiving notice of the Agreement.
Closing of the Agreement, which is currently scheduled for on or about
June 30, 2009, is subject to, among other things, receipt of all necessary
Upon closing of the Agreement, the Company's main asset will be its cash
position of in excess of $3 million.
Update on Sage Gold Transaction
Puma recently announced on May 21, 2009 that it had entered into an
arrangement agreement with Sage Gold Inc. ("Sage") pursuant to which Sage has
agreed to acquire all of the outstanding shares of Puma in an all share
transaction. Subject to fulfillment of the conditions set out in the
arrangement agreement, including obtaining the approval of the shareholders
(66 2/3%) of Puma at the upcoming annual general and special meeting of the
shareholders scheduled to be held on July 23, 2009, Puma will become a wholly
owned subsidiary of Sage and its shares will be delisted from the TSX Venture
Further information can be obtained from the SEDAR website at
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 news release.
For further information:
For further information: Vahan Kololian, President and CEO, Phone: (416)
644-6000, Fax: (416) 644-6001