TORONTO, Dec. 19 /CNW/ - Gemini Acquisitions Inc. (TSX-V: GQI) ("Gemini"
or the "Company"), a capital pool company, today announced that it has closed
its Qualifying Transaction with Silver Shield Resources Inc. ("SSR"), as
further described in Gemini's Filing Statement dated November 5, 2007,
pursuant to which Gemini acquired all of the issued and outstanding securities
of SSR. Shares of Gemini have been halted from trading on the TSX Venture
Exchange (the "Exchange") pending completion of this closing, and are now
expected to resume trading on Friday, December 21, 2007. The Exchange has
already conditionally approved listing of the common shares of Gemini for
trading under the new symbol "TSX-V: GQI", dropping the ".P" suffix.
It is intended for shareholders to vote on a corporate name change to
Silver Shield Resources Inc. at a duly-called meeting to be scheduled early in
The Qualifying Transaction
The Filing Statement dated November 5, 2007, for the Qualifying
Transaction can be viewed on SEDAR at www.sedar.com under documents filed by
Gemini Acquisitions Inc.
The SSR Financing completed immediately prior to closing of the
Qualifying Transaction raised gross proceeds of $2,016,400 in a combination of
$1,635,400 flow-through dollars and $381,000 hard dollars. The financing
resulted in the total issuance of 6,497,384 units of SSR, of which 5,032,000
were flow-through units (each comprising one flow-through share and half of
one common share purchase warrant) and 1,465,385 were non flow-through units
(each comprising one common share and half of one common share purchase
All securities of SSR, including those convertible into shares of SSR,
have been exchanged for corresponding securities of Gemini, and such
securities have been adjusted to reflect the conversion ratio of 1.3 Gemini
securities for each SSR outstanding security. Accordingly, the SSR Financing
resulted in the issuance of 8,446,600 new Gemini units of which 6,541,600 were
flow-through units and 1,905,000 were non flow-through share units.
Research Capital Corporation and Foundation Markets Inc. acted as co-lead
agents for the financing, and received a 10% cash commission calculated on the
gross proceeds of the financing and were also issued Gemini options entitling
them to purchase, any time until December 14, 2009, up to 844,660 Gemini
units, at a price of $0.20 per unit. Each Gemini unit is comprised of one
common share of Gemini and one-half (1/2) common share purchase warrant, each
whole warrant entitling its holder to purchase one common share of Gemini at a
price of $0.35 per common share, until December 14, 2009.
Prior to the current round of financing, 14,485,000 SSR common shares
were issued and outstanding. Upon closing of the Qualifying Transaction, in
accordance with the conversion ratio, 18,830,500 Gemini common shares were
issued to replace these existing SSR common shares. Taking into account the
full conversion of all shares, Gemini has 33,943,528 shares issued and
outstanding, or 45,694,103 on a fully diluted basis. 8,224,997 Gemini common
shares are subject to the escrow requirements of the Exchange and will be
released in stages over a 36 month period from the date of this bulletin.
The transactions provided herein remain conditional on receipt of final
regulatory approval, including final approval by the Exchange. Conditions
related to Exchange final approval include calling a shareholder meeting
within 100 days of listing to consider and, if deemed advisable, approve the
proposed consolidation of Gemini's issued and outstanding common shares on a
basis of one common share for each 1.6 common share then issued and
About Silver Shield Resources Inc.
Silver Shield Resources Inc. is an exploration and development company of
mineral resource properties focusing on advanced-stage silver properties in
Northern Ontario and Mexico that the Company can take into production. Its
portfolio includes option interests in five different properties, including
the Welsh Mine Property in the historically-prolific silver producing Elk
Lake-Gowganda area of Ontario and the La Cumbre Property in Guerrero, Mexico.
Proposed Management and Directors of Gemini/Silver Shield Resources
As part of the completion of the Qualifying Transaction, SSR's current
management will assume responsibility for Gemini and its board of directors
will be comprised of the current SSR board of directors, being Messrs. Timothy
D. Towers, Stephen G. Mlot, and Raymond Lashbrook, in addition to Messrs. Adam
K. Szweras, Peter Hawley and Thomas Wikstrom.
Readers are invited to visit www.silvershieldresources.com for more
Completion of the Qualifying Transaction is subject to a number of
conditions including, but not limited to, the satisfaction of the minimum
listing requirements of the Exchange and Exchange final approval of the
Qualifying Transaction. There can be no assurance that the Qualifying
Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the filing statement
to be prepared in connection with the transaction, any information released or
received with respect to the Qualifying Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
The TSX Venture Exchange has in no way approved nor disapproved the
contents of this news release.
THIS NEWS RELEASE MAY CONTAIN FORWARD-LOOKING INFORMATION. ACTUAL FUTURE
RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED. THE RISKS,
UNCERTAINTIES AND OTHER FACTORS, BOTH KNOWN AND UNKNOWN, THAT COULD INFLUENCE
ACTUAL RESULTS MAY BE SUBSTANTIAL. ACCORDINGLY, NO ASSURANCES CAN BE GIVEN
THAT ANY OF THE EVENTS ANTICIPATED BY THE FORWARD-LOOKING STATEMENTS WILL
TRANSPIRE OR OCCUR, OR IF ANY OF THEM DO SO, WHAT BENEFITS THE COMPANY WILL
For further information:
For further information: Tim D. Towers, President & CEO, Gemini
Acquisitions Inc./Silver Shield Resources Inc., Tel: (905) 319-3033