CALGARY, Aug. 29 /CNW/ - Alhambra Resources Ltd. ("Alhambra") and DOT
Resources Ltd. ("DOT") are pleased to announce that they have completed the
Plan of Arrangement ("Arrangement"), particulars of which were disclosed in
previous news releases of Alhambra dated June 20, July 4, July 12 and August
2, 2007. The Arrangement was approved by shareholders of Alhambra at a special
meeting on July 31, 2007, after which final court approval was obtained.
As a result of the Arrangement, Alhambra transferred to DOT, the DOT
copper property, situated near Kamloops, British Columbia ("DOT Property"),
along with all related assets and obligations pertaining thereto. DOT expects
to focus on exploration activities on the DOT Property. Alhambra will continue
to hold and operate its gold producing assets situated in the Republic of
Pursuant to the Arrangement, DOT issued 30,000,000 common shares in
capital of DOT (the "DOT Common Shares") to Alhambra in consideration for the
DOT Property. Subsequent thereto, the articles of Alhambra were amended such
that Alhambra created and became authorized to issue an unlimited number of
new common shares in the capital of Alhambra ("New Alhambra Common Shares").
Pursuant to the Arrangement, each common share in the capital of Alhambra in
existence on August 29, 2007, was exchanged by Alhambra for one (1) New
Alhambra Common Share and 0.21153 DOT Common Share held by Alhambra. The
Alhambra Common Shares acquired by Alhambra in exchange for the New Alhambra
Common Shares and DOT Common Shares were subsequently cancelled and 15,000,000
common shares are being distributed to shareholders of Alhambra on a pro rata
Certificates representing Alhambra Common Shares are deemed to represent
New Alhambra Common Shares and no new certificates will be issued for the New
Alhambra Common Shares issued pursuant to the Arrangement. Holders of
certificates representing Alhambra Common Shares must retain their
certificates as evidence of their ownership of New Alhambra Common Shares.
Certificates representing DOT Common Shares will be mailed as soon as
practicable to those persons whose names appear in the register of holders of
Alhambra Common Shares as at the close of business on August 29, 2007.
Concurrent with the Arrangement, DOT completed a private placement (the
"Private Placement") of 11,500,000 DOT units ("Units") at a purchase price of
$0.20 per DOT Unit for aggregate gross proceeds of $2,300,000. Each DOT Unit
is comprised of one (1) DOT Common Share and one-half (1/2) of a DOT Common
Share purchase warrant, each whole warrant entitling the holder to acquire one
(1) DOT Common Share at an exercise price of $0.35 for a term of two (2)
years. If the closing trading price of the DOT Common Shares is equal to or
exceeds $0.55 for fifteen (15) consecutive trading days, then the expiry time
of the DOT Common Share purchase warrants shall automatically accelerate to
the date which is thirty (30) days following the date a news release is issued
by DOT announcing the reduced expiry time without further notification made by
DOT, after which time the DOT Common Share purchase warrants shall be null and
MGI Securities Inc. (the "Agent") acted as the agent for the Private
Placement. The Corporation paid an aggregate cash commission equal to 6% of
the gross proceeds of the Offering and granted options to the Agent to
purchase 690,000 Units until August 29, 2009.
The DOT Common Shares have been conditionally approved for listing on the
TSX Venture Exchange. Trading is expected to commence in early September under
the symbol DOT.
Both Alhambra's and DOT's management team currently consists of John J.
Komarnicki as Chairman and Chief Executive Officer, Elmer B. Stewart as
President and Chief Operating Officer, Donald D. McKechnie as Vice President,
Finance and Chief Financial Officer, Ihor P. Wasylkiw as Chief Information
Officer and Michael J. Perkins as Corporate Secretary. The Board of Directors
of both Alhambra and DOT consists of John J. Komarnicki, Elmer B. Stewart,
Michael E. Hriskevich, Gordon L. Levang, Clarence K. Wagenaar and James S.
The shareholders of Alhambra now hold Alhambra in the same proportions as
their current ownership and DOT is owned, as to approximately 36% by Alhambra,
as to approximately 36% by the Alhambra shareholders and as to approximately
28% by subscribers who acquired DOT Common Shares under the private placement.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
This news release contains forward-looking information. Forward-looking
information includes disclosure regarding possible future events, conditions
or results of operations that is based on assumptions and courses of action,
and therefore, involves inherent risks and uncertainties. For any forward
looking information given, management has assumed that the analytical results
it has received are reliable and the metallurgical testing methodologies
applied are consistent with industry standards. Although management has a
reasonable basis for the conclusions drawn, actual results may differ
materially from those currently anticipated in such statements. For such
statements, we claim the safe harbor for future.
For further information:
For further information: Elmer B. Stewart, President & Chief Operating
Officer, (403) 228-2855; Ihor P. Wasylkiw, Chief Information Officer, (403)
508-4953; Jim Clarke, Investor Relations, 1-888-290-1335 (Toll Free)