TSX - CRJ
NYSE Amex - CGR
SASKATOON, Jan. 18, 2012 /CNW/ - Claude Resources Inc. (TSX-CRJ; NYSE Amex-CGR) ("Claude" and or the "Company") is pleased to
announce that St. Eugene Mining Corporation Limited (TSXV-SEM) ("St.
Eugene") shareholders have approved the acquisition, by Claude, of all
of the issued and outstanding shares of St. Eugene that it does not
already own pursuant to a court-approved plan of arrangement (the
"Arrangement"). The closing of the Arrangement is conditional on
receipt of final approval from the Supreme Court of British Columbia as
well as final approval from the TSX Venture Exchange. The closing of
the Arrangement is expected to occur on or about January 31, 2012. The
consideration offered under the Arrangement is approximately $15
million plus proportionate ownership of Satori Resources Inc.
("Satori"), which will hold the Tartan Lake Gold Mine Project
The Arrangement is the logical consolidation of the Amisk Gold Project.
St. Eugene shareholders will benefit from a meaningful premium, the
increased liquidity of their investment, exposure to the current gold
price through production at the Seabee Gold Operation and outstanding
exploration upside on Claude's Seabee, Amisk and Madsen projects.
Neil McMillan, President and Chief Executive Officer stated, "Claude is
pleased that the St. Eugene shareholders have approved the Arrangement.
The Company plans on moving the Amisk Gold Project ahead by conducting
and completing a Preliminary Economic Assessment and will continue to
expand and explore the deposit and other targets defined on the
property in 2012."
The Amisk Gold Project's independent National Instrument 43-101 resource
estimate (completed by SRK Consulting Inc. and released on February 17,
2011) resulted in an indicated mineral resource of 921,000 AuEq ounces
at 0.95 grams per tonne AuEq and an additional inferred mineral
resource of 645,000 AuEq ounces at 0.70 grams per tonne AuEq. An
updated National Instrument 43-101 resource estimate is expected to be
released in the second quarter of 2012.
Term of the Arrangement
Under the terms of the Arrangement, each shareholder of St. Eugene will
receive 0.0789 of a Claude share per St. Eugene share (the "Share
Consideration"). Additionally, at closing, each St. Eugene shareholder
will receive 0.25 common shares of Satori in respect of each St. Eugene
share. Satori will be transferred St. Eugene's interests in Tartan and
approximately $800,000 in cash. Claude will maintain its pro-rata stake
in Satori. In addition, Claude will reduce its existing net smelter
return royalty on Tartan from a sliding scale to 2 percent. The net
smelter return royalty can be repurchased at any time by Satori for $1
million per each 1 percent. It is anticipated that the current members
of St. Eugene's Board of Directors will sit as board members of Satori.
Dundee Securities Ltd. has acted as financial advisor to Claude and
Primary Capital Inc. has acted as financial advisor to St. Eugene.
Claude Resources Inc. is a gold producer with shares listed on both the
Toronto Stock Exchange (TSX-CRJ) and the NYSE Amex (NYSE Amex-CGR).The
Company is also engaged in the exploration and development of gold
mineral reserves and mineral resources. The Company's entire asset base
is located in Canada. Its main revenue generating asset is the 100
percent owned Seabee Gold Operation, located in northern Saskatchewan.
Since 1991, Claude has produced over 962,000 ounces of gold from the
Seabee Gold Operation. Claude also owns 100 percent of the 10,000 acre
Madsen Property in the prolific Red Lake gold camp of northwestern
Ontario and has a 65 percent working interest in the Amisk Gold
Property in northeastern Saskatchewan.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This Press Release may contain 'forward-looking' statements regarding
the plans, intentions, beliefs and current expectations of the Company,
its directors, or its officers with respect to the future business
activities and operating performance of the Company. The words "may",
"would", "could", "will", "intend", "plan", "anticipate", "believe",
"estimate", "expect" and similar expressions, as they relate to the
Company, or its management, are intended to identify such
forward-looking statements. Investors are cautioned that any such
forward-looking statements are not guarantees of future business
activities or performance and involve risks and uncertainties, and that
the Company's future business activities may differ materially from
those in the forward-looking statements as a result of various
factors. Such risks, uncertainties and factors are described in the
periodic filings with the Canadian securities regulatory authorities,
including the Company's Annual Information Form and quarterly and
annual Management's Discussion & Analysis, which may be viewed on SEDAR
at www.sedar.com. Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected. Although the Company has attempted to identify important
risks, uncertainties and factors which could cause actual results to
differ materially, there may be others that cause results not
anticipated, estimated or intended. The Company does not intend, and
does not assume any obligation, to update these forward-looking
CAUTIONARY NOTE TO US INVESTORS CONCERNING RESOURCES ESTIMATES
The resource estimates in this document were prepared in accordance with
National Instrument 43-101, adopted by the Canadian Securities
Administrators. The requirements of National Instrument 43-101 differ
significantly from the requirements of the United States Securities and
Exchange Commission (the "SEC"). In this document, we use the terms
"measured," "indicated" and "inferred" resources. Although these terms
are recognized and required in Canada, the SEC does not recognize them.
The SEC permits US mining companies, in their filings with the SEC, to
disclose only those mineral deposits that constitute "reserves". Under
United States standards, mineralization may not be classified as a
reserve unless the determination has been made that the mineralization
could be economically and legally extracted at the time the
determination is made. United States investors should not assume that
all or any portion of a measured or indicated resource will ever be
converted into "reserves". Further, "inferred resources" have a great
amount of uncertainty as to their existence and whether they can be
mined economically or legally, and United States investors should not
assume that "inferred resources".
For further information:
Neil McMillan, President & CEO
Phone: (306) 668-7505
Brian Skanderbeg P. Geo, Vice President, Exploration
Phone: (306) 668-7505