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TORONTO, March 8, 2012 /CNW/ - MillenMin Ventures Inc. (TSX-V: MVM.P) ( " MillenMin " or the "Company") is pleased to announce that it has entered into an option agreement dated March 7, 2012 (the "Option Agreement") with Molycor Gold Corp. ("Molycor") (TSX-V: MOR) (PINKSHEETS:MLYFF) (FRANKFURT:M1V), whereby MillenMin can earn up to 70% of Molycor's 100% owned undivided interest in the Windpass gold property (the "Property") situated on the Thompson Plateau area of Central British Columbia of Canada (the "Proposed Transaction"). The Proposed Transaction is subject to the approval of the TSX Venture Exchange (the "Exchange") and will constitute MillenMin's Qualifying Transaction (the "QT") pursuant to the Exchange Policy 2.4 concerning capital pool companies (the "CPC Policy"). MillenMin is a capital pool company and will become a Tier 2 mining issuer listed on the Exchange upon completion of the QT.
Molycor is a junior exploration and mining company incorporated in British Columbia listed on the Exchange. The QT will be carried out by parties dealing at arm's length and is not a Non-Arm's Length Qualifying Transaction, as such term is defined in the CPC Policy. MillenMin does not expect that approval of its shareholders will be required for the QT.
Under the Option Agreement, MillenMin has been granted the exclusive right and option to acquire an undivided 70% interest in the Property by paying $120,000 to Molycor, incurring $750,000 aggregate exploration expenditures on the Property and issuing 400,000 common shares in the capital of MillenMin (the "Shares") to Molycor over a period of four years.
MillenMin shall have the exclusive right to manage and operate all work programs carried out on the Property.
Upon MillenMin earning an undivided 70% interest in the Project, MillenMin and Molycor will form a joint venture to explore and develop the Property. The participating interests in the joint venture of MillenMin and Molycor shall be 70% and 30%, respectively, and each party will be responsible for funding the exploration and development activities of the Property in accordance with its proportional interest in the joint venture. The original vendors retain a 3% net smelter royalty on the Property.
Subject to the approval of the Exchange, a finder's fee will be paid by Molycor to John Chalcraft, who is an arm's length party to the Company and Molycor, in connection with the Proposed Transaction. The finder's fee payable to John consists of a total cash payment of $2,000.
Windpass gold property
The Windpass gold property is located approximately 8 km east of Little Fort in Central British Columbia, between Dunn Lake and Baldy Mountain. The Property is comprised of seven Mineral Leases covering 354.34 hectares and one Mineral Claim covering 382.78 hectares for a total of approximately 737 hectares. All of the Mineral Tenures are 100% owned by Molycor. Access to the Property is provided by paved and well-maintained gravel roads.
The Property is situated within the Fennel Formation of volcanic and sedimentary rocks of Permian Age. Into the Fennel Formation and passing through the center of the Property is a broad sill, some 720 meters in width, of hornblende pyroxene diorite. The mineralization is controlled by southeast trending shears which open up as they are refracted by the diorite, allowing the development of shear veins. The mineralization is classified as a low sulphidation, epithermal, gold quartz veins.
The previous geological work had been conducted within the Property in the past 70 years from 1916 to 1987. Two underground mines were operated and produced 32,026 ounces of gold.
In 2009, Molycor drilled twelve diamond drill holes totaling 1,287 metres and completed nine trenches totaling 856 meters. The drill holes and trenches encountered several areas of gold mineralization with a width of 0.61-6.00 meters and a range of 0.43-19.65 g/t gold. The Property contains at least twenty shear vein structure zones, which warrant exploration work. The types of deposits that can be expected are high grade shoots within the shear vein structures.
MillenMin has engaged Norm Tribe, P. Eng., of geological consulting firm N. Tribe & Associates Ltd. to prepare a National Instrument 43-101-compliant technical report with respect to the Property. A technical report dated June 15, 2010 (the "Technical Report") related to the Property was prepared for Molycor. The forgoing summary was derived from the Technical Report and MillenMin has not verified the technical information included in this news release.
Concurrent with the QT, MillenMin intends to complete a non-brokered private placement (the "Private Placement") of up to 3,000,000 units at a price of $0.20 per unit for aggregate gross proceeds of $600,000. Each unit is composed of one common share of the Company and one-half of one common share purchase warrant. Each warrant will be exercisable for one common share of the Company at a price of $0.25 per share for the first 12 months and $0.40 per share for the remaining 12 months from the date of issuance.
The net proceeds of the Private Placement will be used to fund the costs associated with the completion of the QT, the work program as recommended in the NI 43-101 report on the Project and to provide general corporate purposes within the 18-month period following the date the QT has been approved by the Exchange. A finder's fee will be payable on a portion of the Private Placement. The securities issued pursuant to the Private Placement will be subject to a 4 month hold period from the date of the closing of the Private Placement.
Board of Directors and Management of the Resulting Issuer
It is anticipated that upon completion of the QT, the current directors and officers of the Company will remain the same and will be as follows:
Shunyi Yao - CEO and director
John H. Paterson - Chairman and director
Yunkai (Kent) Cai - President, CFO, Secretary and Director
Kenny Wan - Director
Sheng (Sam) Wang - Director
For a description of the backgrounds of the current officers and directors of MillenMin, see its management information circular as filed on SEDAR on October 26, 2011.
MillenMin intends to request that the Exchange grant a waiver of the requirements for sponsorship of the QT. There is no assurance that the waiver will be granted.
Significant Conditions for Completion
Completion of the QT is subject to a number of conditions, including but not limited to, receipt by MillenMin of a NI 43-101-compliant technical report with respect to the Property, approval of the QT by the Exchange, obtaining a waiver of the requirements for sponsorship of the QT, and completion by MillenMin of a financing for gross proceeds of at least $600,000. There can be no assurance that the QT will be completed as proposed or at all.
In accordance with Exchange policies, the Shares are currently halted from trading and will remain so until the documentation required by the Exchange for the QT can be provided to the Exchange and may remain halted until completion of the QT.
MillenMin is a capital pool company governed by the policies of the Exchange. The Company has not commenced operations and has no assets other than cash. The business objective of the Company is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction approved by the Exchange. Additional information about the Company is available to the public on SEDAR at www.sedar.com.
John H. Paterson, M.Sc., P.Eng., Chairman and a director of MillenMin, is the qualified person as defined by NI 43-101 who reviewed the technical information in this news release.
Molycor (TSX-V: MOR) is a Junior Resource Company engaged in the acquisition, exploration and development of Precious and Base metal properties with a primary focus on Magnesium and Gold in Nevada, U.S.A. and Gold, Silver and Molybdenum in British Columbia, Canada.
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.
Completion of the proposed Qualifying Transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the proposed Qualifying Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the proposed Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed 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 a Capital Pool Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.
This press release may include forward-looking information within the meaning of applicable securities laws including information concerning the business and future results of the Company that are not historic facts. Any such forward-looking statements are subject to risks and uncertainties, and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The Company cannot offer any assurances that a Qualifying Transaction will be completed. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. Additional information on these and other potential factors that could affect the Company's actual results, performance or achievements are detailed in disclosure documents filed from time to time with the applicable securities regulatory authorities.
For further information:
Yunkai (Kent) Cai, President, CFO and Secretary, Telephone: (416) 366-1888, [email protected].