Vancouver, Canada - April 30, 2008 - Canarc Resource Corp. (TSX: CCM,
OTC-BB: CRCUF, DBFrankfurt: CAN) announces that shareholders approved all the
resolutions put forward at its Annual and Special General Shareholder
Meeting held on April 29, 2008 in Vancouver, BC, including a Special
Resolution to spin-out Canarc's Mexican gold projects to its wholly-owned
subsidiary company, Caza Gold Corp., and distribute by way of a dividend
approximately 83% of the Caza shares pro rata to Canarc shareholders under
a Plan of Arrangement.
As required by the Business
Corporations Act of British Columbia and TSX policies, Canarc will now seek
the approvals of the British Columbia Supreme Court and the Toronto Stock
Exchange for the Plan of Arrangement on or about May 12, 2008. Upon receipt
of these approvals, the Effective Date and Dividend Record Date will
immediately be set and the property spin-out and share dividend will take
place shortly thereafter.
Canarc's Mexican gold projects will
then be transferred to Caza Gold Corp. in return for all of Caza's issued
share capital of approximately 14.4 million shares, reflecting one share of
Caza for each five
shares of Canarc, and Canarc shareholders will receive, by way of a
dividend in kind, one
share of Caza for each
six shares of Canarc held as of the Dividend Record
Date. Canarc will retain approximately 2.4 million shares of Caza, or
about 16.7% of the issued capital of Caza Gold Corp.
The purpose of the spin-out and
distribution is for Canarc shareholders to realize the full potential of
Canarc's Mexican gold projects by advancing them through the financing of
Caza Gold rather than financing Canarc. Caza Gold intends to carry
out exploration work on these projects, including drilling, as soon as the
spin-out is effective so that it is in a position to apply for a listing of
its shares on a Canadian recognized stock exchange later this year.
The Company also announces that it
has dropped its option to acquire the Providencia and San Felix properties
(112 hectares) in Guanajuato, Mexico. These properties were to be
included in the spin-out to Caza Gold but Canarc's exploration work to date
shows that all of the high priority geochemical and geophysical targets
marking extensions to the Providencia and San Felix vein systems are
located on the surrounding Los Arrastres properties (7,638 hectares).
Canarc acquired an option to purchase a 100% interest in the Los Arrastres
properties from Grupo Mexico in early 2007 and these properties are
included in the spin-out to Caza Gold.
Bradford Cooke, Chairman and CEO of Canarc commented, "The spin-out of
Canarc's Mexican gold projects to Caza Gold and the dividending of 83% of
the Caza shares to Canarc Shareholders of Record should be very accretive
for Canarc Shareholders. Firstly, it puts shares of the new company
directly into the hands of Canarc shareholders under a Plan of Arrangement;
and secondly, it allows the financing of the Mexican gold projects through
Caza without directly diluting Canarc's share capital."
"We expect Caza Gold will move quickly
after the spin-out to commence exploration drilling on its properties in
Mexico. In addition, Caza has recently been evaluating other
prospective gold exploration properties in Mexico and we have a reasonable
expectation that Caza's portfolio of attractive gold projects will grow in
2008."
Caza Gold will initially have common
management with Canarc but it is anticipated that new members will be
appointed to the Caza management team after the distribution. The boards of
directors of each company are currently the same but it is also anticipated
that some new Directors will be nominated at the next Caza Shareholder
Meeting. Canarc will provide administrative assistance on an as-needed
basis to Caza pursuant to a management agreement.
Caza Gold intends to seek a private
placement financing in order to continue acquiring and exploring strategic
gold projects in Mexico. Canarc intends to focus on enhancing the value of
its core asset, the New Polaris gold mine project in British Columbia and
on pursuing strategic gold property acquisitions in Canada and the U.S.A.
Shareholders also re-elected the
Board of Directors, including Bradford Cooke, William Price, Derek Bullock
and Leonard Harris, and re-approved the shareholder rights plan.
Canarc Resource Corp. is a
growth-oriented, gold exploration company listed on the TSX (CCM) and the
OTC-BB (CRCUF). Canarc is currently focused on advancing its New
Polaris gold mine project in British Columbia, exploring the large Benzdorp
gold property in Suriname and acquiring attractive gold exploration and
mining projects in North America. Barrick Gold Corp. is a
shareholder.
CANARC RESOURCE CORP.
Per:
/s/ Bradford J. Cooke
Bradford J. Cooke
Chairman and C.E.O.
For more information, please contact
Gregg Wilson at Toll Free: 1-877-684-9700, tel: (604) 685-9700, fax: (604)
685-9744, email: info@canarc.net or visit our website, www.canarc.net. The TSX has neither approved
nor disapproved the contents of this news release.
CAUTIONARY DISCLAIMER - FORWARD
LOOKING STATEMENTS
Certain statements contained herein
regarding the Company and its operations constitute "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. All statements that are not historical
facts, including without limitation statements regarding future estimates,
plans, objectives, assumptions or expectations of future performance, are
"forward-looking statements". We caution you that such
"forward looking statements" involve known and unknown risks and
uncertainties that could cause actual results and future events to differ
materially from those anticipated in such statements. Such risks and
uncertainties include fluctuations in precious metal prices, unpredictable
results of exploration activities, uncertainties inherent in the estimation
of mineral reserves and resources, fluctuations in the costs of goods and
services, problems associated with exploration and mining operations,
changes in legal, social or political conditions in the jurisdictions where
the Company operates, lack of appropriate funding and other risk factors,
as discussed in the Company's filings with Canadian and American Securities
regulatory agencies. The Company expressly disclaims any obligation
to update any forward-looking statements. We
seek safe harbour.