Chrysos Capital Corporation's Qualifying Transaction approved by TSX Venture


Trading Symbol: TSX-V: CSZ.P

HALIFAX, Dec. 24 /CNW/ - Tom Hickey, President and CEO of Chrysos Capital Corporation ("Chrysos"), a capital pool corporation, announces:

The TSX Venture Exchange has approved Chrysos previously announced Qualifying Transaction subject to a number of pre-closing and post closing conditions. The closing date of Chrysos's Qualifying Transaction and concurrent financing are expected to be completed on or before December 31, 2009. Chrysos's Filing Statement is available through the internet on SEDAR which can be accessed at

Trading of the common shares of Chrysos was halted at Chrysos's request when it announced its proposed Qualifying Transaction on July 30, 2009 and will remain halted pending closing of the Qualifying Transaction and the Exchange's receipt of satisfactory documentation.

Pursuant to the Qualifying Transaction Chrysos will acquire from Merrex Gold Inc. ("Merrex") (TSX-V symbol MXI) the following assets (the "Merrex Assets"):

    (a) a 50% interest in 328 claims in Nova Scotia, which include the
        Jubilee Zinc-Lead Project in Victoria County, Nova Scotia (the
        "Jubilee Claims"), and two ancillary properties, the Cape Breton
        Regional Zinc Claims and the Eastville Permits;
    (b) a 100% interest in 229 claims in the Red Lake- Birch Lake District,
        Northwestern Ontario; and
    (c) Merrex's exclusive strategic alliance with AgeanGold Madencilik Ltd.,
        a 90% interest in Merrex Insaat Madencilik Sanayi Tasimacilik ve
        Ticaret Ltd. Sti. which holds twelve early-stage exploration permits.

Chrysos will issue 18,675,000 common shares at $0.17 per common share for total consideration of $3,174,750.00 for the Merrex Assets and will fund the recommended $413,600.00 Phase 1 drill program for the Jubilee Claims.

Chrysos has concluded a purchase agreement with Société Touba Mining SARL ("Touba"). In accordance with that agreement, Chrysos will acquire all rights, title and interests held by Touba in the Niaouleni Permits, which consist of two contiguous exploration permits in Mali, West Africa, in exchange for the issuance of common shares of Chrysos, the number of which will be calculated as that number of common shares equal to 15% of the common shares of Chrysos issued and outstanding after completion of the concurrent financing and the Qualifying Transaction (which will be in the range from 6,567,943 common shares in the case of a minimum financing and 7,606,005 common shares in the case of a maximum financing), the payment of $150,000, a 2% Net Smelter Return Royalty and a 5% Net Profit Royalty from the Niaouleni Permits. Chrysos will also pay a total of $250,000 to acquire prior exploration data and reports, clear title encumbrances and reimburse costs of ongoing exploration.

Pursuant to TSX Listings Policy 2.4, the arm's length purchase of the Jubiliee Claims will be Chrysos's qualifying transaction (the "Qualifying Transaction").

On November 13, 2009, Chrysos entered into an agreement with Citadel Securities Inc. to act as agent for the private placement financing. The financing will be a brokered private placement of units priced at $0.17 and flow-through common shares priced at $0.19 for a minimum of $2,100,000 and a maximum of $3,100,000, with up to $500,000 being sold as flow-through common shares. Each unit will be comprised of one Chrysos common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire a Chrysos common share at a price of $0.25 per common share for a period of 24 months. The flow-through common shares will not carry a share purchase warrant but will entitle the holder to certain Income Tax Act benefits. The current officers and directors of Chrysos may subscribe under the financing.

If the maximum amount of flow-through shares are subscribed for the minimum and maximum financing would be:

                       Minimum $2,100,000             Maximum $3,100,000
                          Financing                         Financing
     @ $0.19   2,631,579 shares    $500,000   2,631,579 shares    $500,000
    Units @
     $0.17        9,411,765 shares  $1,600,000  15,294,118 shares  $2,600,000
    Totals       12,043,344 shares  $2,100,000  17,925,697 shares  $3,100,000

This press release was prepared under the supervision of Peter C. Webster, P. Geo., President Mercator Geological Services who is a Qualified Person as defined under National Instrument 43-101. Peter C. Webster has reviewed the scientific and technical information in this press release.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, further due diligence, and Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Investor are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying 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 Chrysos should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

%SEDAR: 00027741E


For further information: For further information: Thomas J. Hickey, President, Chrysos Capital Corporation, (902) 456-2568, F: (902) 446-2001

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