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Wednesday,
March 26, 2008
Cusac Receives Final Court Order For Arrangement with
Hawthorne
Hawthorne
Gold Corp. ("Hawthorne") (TSX-V: HGC; WKN: A0M55U) and Cusac Gold
Mines Ltd. ("Cusac") (TSX-V: CQC; OTC-BB: CUSIF) announce that the
Supreme Court of British Columbia has issued a final order approving the
statutory plan of arrangement (the "Arrangement") between Hawthorne
and Cusac. Under the terms of the Arrangement, shareholders of Cusac will
receive one (1) common share of Hawthorne in exchange for each nineteen (19)
Cusac common shares. In addition, for each two (2) dollars of principal and
interest owed to each Cusac convertible debentureholder, Hawthorne will issue
one (1) Hawthorne common share.
On closing of the Arrangement, Hawthorne will issue approximately 6.15
million common shares to Cusac shareholders and debentureholders and
Hawthorne will have approximately 22.5 million common shares issued and
outstanding. Cusac stock options and warrants will be assumed by Hawthorne,
using the effective nineteen (19) to one (1) ratio.
Completion of the Arrangement remains subject to certain conditions set out
in Cusac's Management Information Circular (the "Information
Circular") dated February 13, 2008, a copy of which is available at
www.sedar.com. Cusac and Hawthorne are diligently working to complete the
Arrangement which is expected to close in early April. There can be no
assurance that the Arrangement will be completed as proposed or at all.
Registered shareholders of Cusac will be required to deposit their respective
Cusac common share certificates along with a validly completed letter of
transmittal (the "Letter of Transmittal") in order to receive their
Hawthorne common shares. Similarly, Cusac debentureholders will be required
to deposit their respective Letter of Transmittal in order to receive their
Hawthorne common shares. Cusac expects to send a Letter of Transmittal to the
Cusac shareholders and debentureholders in the week of March 31st. Further
details on the process of exchanging Cusac common shares and Cusac debentures
for Hawthorne common shares are set forth in the Information Circular.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and development
company with key properties located in British Columbia, Canada. Hawthorne is
led by well-respected mining leaders Richard Barclay and Michael Beley
together with mining veteran Michael Redfearn. Hawthorne's goal is to become
a junior gold producer through planned production at Table Mountain in 2009
and continued resource development at the Frasergold and Taurus deposits.
Pursuant to an option agreement dated October 31, 2006 between Hawthorne and
Eureka Resources Inc. (TSX-V: EUK), Hawthorne can earn a 51% interest in the
Frasergold property by completing sufficient exploration expenditures
totalling $3.5 million (expended), completing a feasibility study by April
30, 2010 and making cash payments totalling $175,000 ($75,000 paid to date)
before October 31, 2009. Hawthorne can earn a further 9% (for a total of 60%)
by arranging financing for 70% of the estimated capital costs for production.
About Cusac Gold Mines Ltd.
Founded in 1966 by respected mining leader Guilford Brett, Cusac is a junior
gold exploration and past-producing company focused primarily on the Cassiar
Gold Property, a 175 square kilometer package of mineral claims located in
north central British Columbia, Canada. The Cassiar Gold Property hosts a
number of gold assets, including the Taurus Deposit, the fully permitted
Table Mountain Gold Mine, and the Taurus II early stage exploration area.
For More Information
For more information on Hawthorne, contact Robert Ferguson at (604) 629-1505
or toll free at 1-888-629-1505, Todd Hanas toll free at 1-866-869-8072, or
you can visit the Company's website at www.hawthornegold.com.
For more information on Cusac, contact Ravinder Mlait at (604) 682-2421 or
toll free at 1-800-670-6570, or you can visit Cusac's website at
www.cusac.com.
HAWTHORNE GOLD CORP.
"Richard J. Barclay"
President & CEO
CUSAC GOLD MINES LTD.
"David Brett"
President & CEO
Certain information regarding the
companies including management's assessment of future plans and operations,
may constitute forward-looking statements under applicable securities laws
and necessarily involve risks associated with mining exploration and
development, volatility of prices, currency fluctuations, imprecision of
resource estimates, environmental and permitting risks, closing of the
Arrangement, access to labour and services, competition from other companies
and ability to access sufficient capital. As a consequence, actual results
may differ materially from those anticipated in the forward-looking
statements. The TSX and TSX Venture Exchange do not accept responsibility for
the adequacy or accuracy of this release.
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