TORONTO, Dec. 14 /CNW Telbec/ - International CHS Resource Corporation ("CHS") and Murray Brook Minerals Inc. ("MBM") announce that they propose to merge. Pursuant to the proposed merger, CHS will acquire the issued and outstanding shares of MBM and the merged company will change its name (subject to relevant approvals) to "Murray Brook Minerals Corporation." Parallel to the merger, the company is planning to raise up to $4 million to be used principally for exploration on its resource properties. Closing of the proposed merger is subject to all relevant regulatory and other consents and approvals and to satisfaction of all relevant conditions precedent.
CHS is a public company, formed in 1981, and is a reporting issuer in good standing in the Provinces of British Columbia and Alberta.
MBM is a private company, formed in 2006 for the purpose of acquiring a mineral exploration property in the Province of New Brunswick, and now owns, directly or through its wholly-owned subsidiary Murray Brook Resources Inc., two mineral exploration properties in New Brunswick and, through its wholly-owned subsidiary MinAlp S.A., it also owns a gold mining concession in the Canton of Grisons in Switzerland. Each of the three mineral exploration properties owned by MBM is the subject of a Technical Report compliant with NI 43-101, recommending exploration expenditures.
In connection with the proposed merger CHS will be holding an Annual and Special Meeting of its shareholders in Toronto on December 30, 2009 at which resolutions for consolidation of its presently issued shares on the basis of 1 new for each 2 old shares, and for a change of name to "Murray Brook Minerals Corporation" will be placed before shareholders for approval.
The Board of Directors of the merged company will be comprised of the following: Jean-Jacques Treyvaud (the principal founder of MBM, who will be Chairman and C.E.O. of the merged company), Bernard Laurent (presently Chairman & CEO of CHS who will be President of the merged company), Ross Lawrence (Senior Consult with Watts Griffis and McOuat Ltd., Mining Consultants), Christian Weyer (a major shareholder and presently a director of MBM), Christopher H. Freeman (presently a Director of CHS) and Isabelle Valiquette (a founder and presently a director of MBM).
CHS has just completed an interim private placement to accredited investors which has raised proceeds of $310,000, with the issuance of 10,333,332 (pre-consolidated) common shares. The funds raised in this placement have enabled all loan advances granted by insiders to be converted and accruals to be paid. Working capital is in place to move forward through the merger.
The former shareholders of CHS will have a post-consolidation number of approximately 13 million shares in the merged company. MBM presently has approximately 18.9 million common shares outstanding, which will be exchanged in the proposed merger on the basis of 11 (pre-consolidation) common shares of the merged company for each present MBM common share, leading to approximately 104,000,000 in the merged company. The merged company, after the merger and the consolidation, but prior to the new financing referred to below, will have approximately 117,000,000 shares outstanding.
CHS is presently in the process of raising funds for the merged company by way of a private placement to accredited investors, with a target of up to $3,400,000 in flow-through funds, by issuance of up to 29,565,217 Flow-through Units at $0.115 per unit, and up to $600,000 by issuance of up to 6,000,000 Ordinary Units at $0.10 per Unit. The Units each comprise one common share and one-half of a share purchase warrant. All the Warrants are exercisable for a period of 24 months from the date of issue. Each whole Flow-though Warrant will entitle the holder to purchase one additional Flow-through common share at $0.18, and each whole Ordinary Warrant will entitle the holder to purchase one additional ordinary common share at $0.16. All the Warrants have a callable feature, pursuant to which the company may call for exercise in the event that the company's common shares are trading on a public stock exchange or quotation system in Canada at a price equal to or in excess of 150% of the respective exercise price for a period of twenty consecutive trading days.
The Mineral Exploration Properties
MBM has acquired two properties, the Murray Brook Property and the Camel Back Property in Restigouche County, Province of New Brunswick.
The Murray Brook Property, which is owned by MBM through a wholly-owned subsidiary, Murray Brook Resources Inc., is comprised of Mining Lease No. 252, covering an area of 505 hectares (1,248 acres); the original mining lease was granted in 1989, for twenty years, with three automatic renewals of 20 years each, the first of which has just come into effect. The property was operated by NovaGold Resources Inc. between 1989 - 1995 as an open pit mine, from which precious metals were extracted (Au, Ag), following which the pit was reclaimed. MBM has obtained a Technical Report, compliant with NI 43-101, by Christian Desrosier, a "qualified person" within the meaning of National Instrument 43-101, which recommends Phase I exploration expenditures of up to $2,250,000 on the Murray Brook Property, including 10,000 meters of diamond drilling.
The Camel Back Property, comprises 215 unpatented mineral claims covering an area of approximately 4,100 hectares (approximately 10,100 acres), located immediately to the east of the Murray Brook Property, which was staked by MBM between 2006 and 2008. MBM has obtained a Technical Report, compliant with NI 43-101, by Christian Desrosier, which recommends Phase I exploration expenditures of up to $600,000.
MinAlp S.A., a Swiss company which is wholly-owned by MBM, owns the Surselva Gold Concession in the Canton of Grisons, Switzerland. The Surselva Gold Concession covers an area of approximately 375 square kilometers in five municipalities, namely Disentis/Mustér, Tujetsch, Medel/Lukmanier, Sumvitg and Trun. MBM has obtained a Technical Report, compliant with NI 43-101, by Christian Desrosier, which recommends Phase I exploration expenditures of up to CHF 250,000 (approximately $260,000).
Timing of the Proposed Merger
CHS and MBM anticipate that the proposed merger will be completed before December 30, 2009.
Important notice to investors:
Completion of the proposed transaction for the merger is subject to a number of conditions. The transaction cannot close until all relevant regulatory and other consents and approvals have been obtained and all conditions precedent have been met or waived. There can be no assurance that the merger will be completed as proposed or at all.
SOURCE MURRAY BROOK MINERALS INC.
For further information: For further information: International CHS Resource Corporation: Bernard Laurent, Chairman & C.E.O., London, England, + 44 - 207 - 235 - 4333, F: + 44 - 207 - 235 - 1414, email@example.com; Murray Brook Minerals Inc.: J. J. Treyvaud, Chairman & CEO, Ste. Elisabeth D'Autray, PQ, (450) 760-3877, F: (450) 756-0200, firstname.lastname@example.org