Canarc
To Spin-Out Its Mexican Gold Projects To Subsidiary Company " Caza
Gold Corp."
And Distribute Shares of Caza
Gold To Canarc Shareholders
Vancouver, BC - November 19, 2007 - Canarc Resource Corp. (TSX: CCM,
OTC-BB: CRCUF, DBFrankfurt: CAN) announces that it plans to
spin-out its Mexican gold projects to a wholly-owned subsidiary company,
Caza Gold Corp., and distribute approximately 80% of its shares of Caza
Gold pro rata to Canarc shareholders under a Plan of Arrangement.
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. Caza Gold intends to carry
out sufficient work on these projects so that it can apply for a listing of
its shares on a Canadian recognized stock exchange in 2008.
As of
the date of record for the distribution, Canarc shareholders will receive
one common share of Caza Gold Corp. (approximately 80% of the Caza Gold
common shares in total) for each five common shares of Canarc Resource
Corp. In addition, Canarc will initially retain approximately 20% of its
Caza Gold shares as an investment. Canarc will continue to use its contacts
and expertise in Mexico to generate gold opportunities for the benefit of
Caza Gold.
The
date of record will be determined by the Company after receipt of court,
shareholder and regulatory approvals. Canarc anticipates providing
shareholders with additional details of the proposed transaction through an
Information Circular in relation to convening an Extraordinary General
Meeting of the Shareholders for shareholders to vote on the proposed
distribution. The final structure of the share distribution that will be
recommended to shareholders will be determined after further consultation
with tax counsel.
Bradford Cooke, Chairman and CEO of Canarc commented, " The spin-out
of Canarc's Mexican gold projects benefits shareholders in two ways:
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 Mexican gold projects through the new company without
diluting Canarc's share capital."
Caza
Gold will initially share management with Canarc but it is anticipated that
a new management team will be appointed after the distribution. Caza Gold
will then seek financing and a listing 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.
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 Mexico. 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: invest@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.
|