/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
VANCOUVER, April 6 /CNW/ - GMV Minerals Inc. (the "Company" or "GMV")
(TSX-V:GMV) and Cuprus Mining Corporation ("Cuprus") are pleased to announce
they have signed a letter of intent ("LOI") to enter into a friendly merger
("the Transaction") to acquire all of the issued and outstanding shares of
Highlights of the Transaction
Under the terms of the Transaction, a wholly owned subsidiary of GMV will
acquire from the shareholders of Cuprus all post-consolidation Cuprus shares
in consideration for the issuance of post-consolidation GMV shares on a one
for one basis. Upon completion of the Transaction, Cuprus will become a wholly
owned subsidiary of GMV.
Completion of the Transaction is subject to a number of conditions,
including, but not limited to, the negotiation and execution of a definitive
agreement by June 30, 2009 and the receipt of all approvals, including the
approval of the TSX Venture Exchange ("TSX-V").
Each of GMV and Cuprus agree to convene a meeting of their respective
shareholders as soon as reasonably possible to propose i) with respect to the
GMV, a consolidation of its share capital on the basis of one new common share
for every two old common shares outstanding, and ii) with respect to the
Cuprus, approval of the Transaction and a consolidation of its share capital
on the basis of one new common share for every 1.34 old common shares
outstanding. Approval of these share consolidations is a condition precedent
to the Transaction. Following the share consolidations and the issuance of
approximately 12,100,000 shares by GMV to the shareholders of Cuprus pursuant
to the Transactions, it is expected that GMV will have an undiluted share
capital of approximately 25,662,000 shares and a fully diluted share capital
of approximately 29,500,000. Following the Transaction, Cuprus shareholders
will hold approximately 47% of the shares of GMV on a undiluted basis and 41%
on a diluted basis.
Concurrent with the completion of the Transaction, Cuprus must complete
an offering of secured debentures for aggregate gross proceeds of up to
CDN$2.5 million, or such other amount as may be agreed between GMV and Cuprus
pursuant to the terms of the engagement letter between Cuprus and Becher
McMahon Capital Markets Inc. dated April 1, 2009. The proceeds of this
offering will be used to retire certain indebtedness of Cuprus and for working
In connection with the Transaction the board of directors of GMV will be
reconstituted to include two additional independent directors. Following the
completion of the Transaction it is anticipated that the new board of
directors will grant certain directors and members of management of GMV and
Cuprus incentive stock options pursuant to GMV's existing stock option plan
and change the name of GMV.
About Cuprus Mining Corporation
Cuprus is a private company incorporated in the Province of British
Columbia. During the past two years Cuprus has focussed its efforts on the
prolific Flin Flon - Snow Lake Greenstone Belt in northern Manitoba. It has an
option to earn a 100% interest subject to a 3% net smelter royalty in the 9000
hectare Wekusko Lake Gold Property.
During 2008, Cuprus stockpiled ore from the gold dust zone and a gold
recovery plant with a rated capacity 10 tonnes per hour with ancillary
facilities installed on the property to carry out the next development step of
the extraction, sampling, characterization and processing of a series of bulk
samples from the upper portions of the ore zones. Cuprus plans to resume
processing ore in May 2009 and complete the first permitted bulk sample at the
gold dust zone and has received permission to extract a second 10,000 tonne
In the near future, as the parties define the terms of their definitive
agreement, GMV intends to issue further information on its proposed
Transaction and matters related to Cuprus.
About GMV Minerals Inc.
GMV Minerals Inc. is a mineral exploration company focused primarily on
epithermal style gold and silver projects in central British Columbia. GMV
Minerals has amassed a sizeable land position upon which it has completed an
extensive amount of work to date. Recent exploration programs conducted on the
100% owned Nechako claims has successfully identified several corresponding
conductivity and related resistivity geophysical anomalies located at depth
which display the characteristics of an epithermal style mineralized body. In
the event that this proposed transaction meets with all the necessary
approvals, the Company will focus its short and medium term activities on the
Snow Lake Greenstone Belt in northern Manitoba.
ON BEHALF OF THE BOARD OF DIRECTORS
Alistair MacLennan, Chairman
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements based on
assumptions and judgments of management of the Company regarding future
events or results. Such statements are subject to a variety of risks and
uncertainties which could cause actual events or results to differ
materially from those reflected in the forward-looking statements. The
Company disclaims any intention or obligation to revise or update such
statements except as may be required by law.
For further information:
For further information: GMV Minerals Inc., Ian Klassen, Tel: (604)
899-0106, www.gmvminerals.com, Email: firstname.lastname@example.org