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Re: News Releases - Tuesday, February 10, 2009
Cadiscor Resources Inc. and Tiomin Resources Inc. Announce
Business Combination
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TORONTO - February 10, 2009: Cadiscor Resources Inc. (TSX-V: CAO)
('Cadiscor') and Tiomin Resources Inc. (TSX: TIO) ('Tiomin') announce
that they have agreed to a transaction whereby Cadiscor and Tiomin will
combine to form a new company ('Newco'). Existing Tiomin and Cadiscor
shareholders will own approximately 53% and 47% of Newco respectively.
In addition, Tiomin has agreed to lend Cadiscor Cdn.$7.5 million, via a
debt facility, to finance the immediate refurbishment and subsequent
restart of the Sleeping Giant mine.
Under the proposed terms of the transaction, Tiomin will consolidate
its currently outstanding 480.8 million common shares ten-for-one and
then combine with Cadiscor, which has 43.3 million common shares
outstanding, on a one-for-one basis. Post-transaction, Newco, which
will be named Cadiscor, will have approximately 91.4 million shares
outstanding.
Tiomin and Cadiscor have agreed not to solicit alternative transactions
to the proposed transaction and have agreed to pay a break fee of
Cdn$1.0 million in certain circumstances.
Completion of the transaction is subject to the completion of
definitive documentation and due diligence reviews and to regulatory,
stock exchange, corporate and shareholder approval.
Michel Bouchard, President and Chief Executive Officer of Cadiscor,
stated: "We believe this transaction will greatly improve our financial
strength allowing Cadiscor to fast-track the resumption of gold
production at the Sleeping Giant mine in northern Quebec in 2009. This
business combination will diversify our asset base with a diversified
portfolio of copper-gold assets which includes Cadiscor's Discovery
Project and other highly prospective gold exploration properties in
Quebec, a 49% contributing interest in the Pukaqaqa copper-gold deposit
in Peru, a 100% interest in the Kwale titanium mineral sands project in
Kenya and a 17.2% interest in Kivu Gold Corp, which owns an extensive
portfolio of gold exploration properties in sub-Saharan Africa. Newco
plans to pursue an aggressive growth strategy around its core
gold-producing asset, the Sleeping Giant mine".
Robert Jackson, President and Chief Executive Officer of Tiomin, said:
"This accretive merger benefits the shareholders of both companies,
creating a well-capitalized platform on which to build the next
intermediate gold producer. Newco has near-term, profitable gold
production, a strong project pipeline, a solid balance sheet and an
experienced team of operating managers and directors. Cadiscor's NI
43-101 technical report on the Sleeping Giant mine, dated September 23,
2008, stated that current mineral reserves could generate a profit of
$16 million in the first 16 months of operation at a gold price of
Cdn.$850/oz and an annual production rate of 52,000 oz/year. The
current gold price is Cdn.$1,100/oz and the increased revenue largely
flows to the bottom line. We are evaluating deepening the 1,000m deep
shaft by 300m to access additional resources, which have historically
occurred at about 1,000 oz per vertical meter. Sleeping Giant has
operated for 20 years and produced about one million ounces of gold
with approximately the same resources in hand as the mine has today.
This strong new company will be well positioned to leverage continued
strength in the price of gold in 2009 and we strongly encourage our
shareholders to support the transaction".
JC Potvin, is a director and Chairman of Tiomin and a director of
Cadiscor and as such Mr. Potvin excused himself from the voting to
approve this proposed transaction by each of the boards of directors of
Tiomin and Cadiscor .
Highlights of the transaction
Upon completion of the transaction, Newco will have:
- Approximately $15-million in cash and cash equivalents;
- Annual production of approximately 50,000 oz/year of gold when
production restarts at the Sleeping Giant Mine in Q3 2009;
- Future potential production growth of 44,000 oz/year at the Discovery
Project, based on the NI 43-101 compliant Scoping Study filed on
September 29, 2008;
- Cadiscor 's previously disclosed gold reserves and resources at
Sleeping Giant and the Discovery Project;
- Tiomin's previously disclosed resources in Kenya, where Jinchuan
Group Limited is in advanced discussions to finance and develop the
Kwale project, and Peru;
- Promising gold and base metal exploration potential at the Dormex and
Flordin gold projects in Quebec and through Tiomin's copper and gold
properties in Peru and Africa;
- Management and Board of Directors with experience in operating,
developing and financing international mining companies;
- Strategic regional positioning of the Sleeping Giant mine and mill;
- Exposure to the expected consolidation in the gold industry; and
- Exposure to international exploration potential.
Management and Board of Directors of Newco
The board of directors of Newco will comprise three representatives of
Cadiscor and four representatives of Tiomin. Mr. Jean-Charles Potvin
will be appointed as Chairman of the Board and Mr. Michel Bouchard will
be President and Chief Executive Officer. Mr. Robert Jackson will be
Vice President, Corporate Development.
Update on Freegold Ventures Limited
Separately, Tiomin announces that Freegold Ventures Limited (TSX: ITF,
OTCBB: FGOVF, Frankfurt: FR4) has defaulted on the debt repayment to
Tiomin of US$2.0 million due February 10, 2009. Tiomin is reviewing its
legal response.
To find out more about Cadiscor Resources Inc., please visit the
company website at www.cadiscor.com.
For further information on Cadiscor please contact:
Michel Bouchard, President
Email : mbouchard@cadiscor.com
Phone : 450-449-0066 / 1-877-440-0066
To find out more about Tiomin Resources Inc., please visit the company
website at www.tiomin.com.
For further information on Tiomin please contact:
Jim O'Neill, VP Corporate Controller and Investor Relations
E-Mail: joneill@tiomin.com
Phone: 416-350-3779, ext. 231
Certain of the information contained in this news release constitutes
'forward-looking statements' within the meaning of securities laws.
Such forward-looking statements, including but not limited to those
with respect to the prices of metals and minerals, estimated future
production and estimated costs of future production involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements to be materially different
from any forecast results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among
others, the actual prices of copper and gold, the actual results of
current exploration, development and mining activities, changes in
project parameters as plans continue to be evaluated, as well as those
factors disclosed in the documents of Tiomin and Cadiscor filed from
time to time with the Ontario Securities Commission.
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Copyright (c) 2009 TIOMIN RESOURCES INC. (TIO) All rights reserved.
For more information visit our website at http://www.tiomin.com/ or
send mailto:news@tiomin.com
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Vaaldiam Mining Inc.
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PRODUCER |
CODE : VAA.TO |
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ProfileMarket IndicatorsVALUE : Projects & res.Press releasesAnnual reportRISK : Asset profileContact Cpy |
Vaaldiam Mining is a copper development stage company based in Canada. Vaaldiam Mining produces copper, diamonds in Brazil, and holds various exploration projects in Brazil, in Canada, in Central African Republic, in Peru and in South Africa. Its main asset in production is DUAS BARRAS in Brazil and its main exploration properties are KILIFI and MAMBRUI in Kenya, HILLTOP PROPERTY in Canada, PUKAQAQA in Peru, ZUURVERDIEND and BOSSIESLAAGTE in South Africa and KIMBERLITE in Central African Republic. Vaaldiam Mining is listed in Canada. Its market capitalisation is CA$ 140.6 millions as of today (US$ 143.1 millions, € 103.6 millions). Its stock quote reached its highest recent level on December 29, 2006 at CA$ 1.70, and its lowest recent point on December 24, 2008 at CA$ 0.01. Vaaldiam Mining has 502 264 000 shares outstanding. |