ST. JOHN'S, NL, Feb. 2, 2012 /CNW/ - Canadian Imperial Venture Corp.
(TSXV: CQV) ("CIVC") is pleased to announce that it has entered into an
arms length letter of intent (the "LOI") with Carina Energy Inc.
("Carina"), a private mining exploration company based in Toronto,
Ontario, whereby CIVC will acquire all of the issued and outstanding
securities of Carina (the "Acquisition"). It is currently contemplated
that the Acquisition will be effected by way of a three cornered
amalgamation pursuant to which the shareholders of Carina will receive
common shares of CIVC and, upon completion of the Acquisition, Carina
will become a wholly owned subsidiary of CIVC. Carina shareholders
will receive 1.5 common shares of CIVC for each common share held in
Carina. Outstanding share purchase warrants of Carina will be treated
in accordance with the provisions of the warrant certificates governing
such warrants, subject to any regulatory requirements.
As a condition of the closing of the Acquisition, Carina must complete a
financing of common shares of Carina to raise proceeds of between
$500,000 and $1,000,000 (the "Carina Financing"). Certain of the
common shares issued by Carina in the Carina Financing will be issued
as flow-through common shares under the Income Tax Act (Canada). The common shares of Carina will be issued at a price of
$0.04 per common share and the flow-through common shares will be
issued at a price of $0.05 per flow-through share. Each common share
issued will have one full warrant attached and all flow through shares
issued will have one half warrant attached exercisable at $0.10 for a
period of two years. In addition to the completion of the Carina Financing, the Acquisition
is subject to completion of due diligence by both parties, execution of
a definitive agreement, receipt of shareholder approval of Carina and
receipt of all requisite regulatory approvals including the TSX Venture
Exchange. Carina will also nominate one person to the board of
directors of CIVC.
Assuming completion of the maximum amount of the Carina Financing,
Carina will have 85,135,204 common shares issued and outstanding and
50,358,445 share purchase warrants outstanding. Pursuant to the terms
of the Acquisition, assuming the maximum amount of the Carina
Financing, CIVC will issue 127,702,806 common shares to Carina
shareholders in exchange for the outstanding Carina common shares. This
represents approximately 20% of the issued and outstanding common
shares of CIVC post Acquisition.
"We are very pleased to have reached a deal with Carina. Exploration on
Carina's Little Bear Lake property is at an early stage and there are
excellent indications of potential for a large tonnage open pit gold
deposit similar to the Côté Lake deposit of Trelawney Mining or the
Hammond Reef property which is being developed by Osisko," said Gerard
Edwards, President and CEO of Canadian Imperial Venture Corp.
Carina's principal property is the Little Bear Lake claim block in
eastern Manitoba, consisting of 17 claims or 2149 hectares, in which it
is currently earning a 100% interest. Here, numerous high grade gold
veins have been trenched and sampled over several decades, and grades
from grab samples commonly show 1 to 5 oz gold/tonne, and range up to
11 oz gold/tonne. Carina's geological team has applied modern
exploration methods and concepts to recognize that the gold-bearing
lode veins occur in a stratigraphic horizon that extends for at least
8000 metres along strike, at a width of several hundred metres.
Carina Energy has completed reconnaissance, geological mapping,
prospecting, and a 2010 drill program totalling 1,679 m on the Treasure
Vein. Highlights of 2011 prospecting and sampling, which duplicated
historical results include:
Location and Vein Name
Grab Sample Grades (g Au/T)
Jet Vein Ore Dump
183, 62.2, 33.3
Silver Fox Vein
Treasure Vein East
Gold Pan Vein
Initial shallow drilling of 12 holes on the Treasure Vein encountered
numerous intersections of gold grades greater than 0.5 g Au/T, with the
best results as follows:
Drilling of the Treasure Vein has shown 1) existence of gold in
wall-rock to high-grade veins; 2) a systematic increase in grade, from
east to west and 3) intersections with grades and widths, which in
analogous geological environments (Goldex "GZ" deposit, Val d'Or;
Hammond Reef in the Marmion batholith, and mines in the Bourlamaque
batholith, Val d'Or) are amenable to open pit mining.
CIVC is planning a systematic exploration program to evaluate and
develop the gold potential of the property. The program will include:
satellite lineament study, line cutting, ground gradient magnetic and
VLF surveys, geological mapping, prospecting and diamond drilling.
CIVC will also assume Carina's obligations under the earning agreement
on the Little Bear Lake properties where Carina must pay $5,000 by
March 12, 2012; $70,000 by May 12, 2012; and $150,000 by November 12,
The Carina deal allows CIVC to benefit from the addition of experienced
Carina consultants and key contractors, including Mr. Bill Love,
President of Carina, with over 28 years in the industry, and Dr. Ulrich
Kretschmar, who has 30 years experience as a gold exploration
Qualified Person, Verification, Quality Control and Assurance
Samples of drill core were saw cut, with half the cut core placed in
individual sealed bags and half placed back in the original core box
for permanent storage. Drill core and grab samples were delivered
directly by Carina Energy personnel to the Cattarello Assay lab in
Timmins where gold was determined by fire assay fusion with Atomic
Absorption Spectroscopy (AAS) finish.
Dr. Ulrich Kretschmar, President of Golden Scarab Corporation and a
Qualified Person as defined by Canadian National Instrument 43-101, has
reviewed the information contained in this news release and has
verified the analytical data for samples disclosed in this release by
reviewing the blanks, duplicates and certified reference material that
the Company inserted into the sample stream and confirming that they
fall within limits determined as acceptable by industry practice.
Canadian Imperial Venture Corp. is an independent Atlantic
Canadian-based resource company.
CANADIAN IMPERIAL VENTURE CORP.
Gerard Edwards, President and CEO
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OF THIS PRESS RELEASE.
This release includes certain forward looking statements which reflect
beliefs, expectations, objectives and goals which are believed to be
reasonable at the time such statements are made. Actual results could
differ materially from anticipated results and may be impacted upon
such factors as commodity prices, political developments, legal
decisions, market and economic conditions, industry competition, the
weather, changes in financial markets and changing legislation.
SOURCE CANADIAN IMPERIAL VENTURE CORP.
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