Vancouver, BC - March 3, 2008 - Canarc Resource Corp. (TSX: CCM, OTC-BB: CRCUF,
DBFrankfurt: CAN) announces that
it will hold its Annual and Special General Shareholder Meeting on April
29, 2008 in Vancouver, BC. The agenda will include a Special
Resolution to consider the spin-out of Canarc's Mexican gold projects to
its wholly-owned subsidiary company, Caza Gold Corp., and the distribution
of approximately 83% of Caza shares 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 rather
than financing Canarc. 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.
The Record Date for the Meeting will be on or
about March 25, 2008 and the Notice and Information Circular will be mailed
to the Shareholders of Record on or about April 4, 2008. At the
Meeting, the Shareholders will be asked to vote on a special resolution to
1) transfer Canarcs' wholly owned Mexican subsidiary which holds the rights
to the Mexican gold exploration properties to the recently created Canadian
subsidiary company, 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
2) distribute approximately 83% of the
Caza shares to Canarc shareholders.
Assuming Shareholders approve the Special
Resolution, Canarc will immediately thereafter seek Court approval for the
transaction. The Dividend Record Date and the Effective Date for the
dividend will be set shortly after receipt of Court approval of the
Arrangement, in conjunction with the policies of the Toronto Stock Exchange.
Immediately following the Effective Date, Canarc will own approximately 17%
or 2.4 million of the issued shares of Caza and the Canarc Shareholders of
Record will own an estimated 83% or 12.0 million of the issued share
capital of Caza.
On the completion of the Plan of Arrangement, all
shareholders of Canarc will continue to hold their Canarc shares and they
will receive, by way of a dividend in kind, one share of Caza for each six shares of Canarc held by
Shareholders as of the Dividend Record Date and the Effective Date.
Bradford Cooke, Chairman and CEO of Canarc
commented, "The spin-out of Canarc's Mexican gold projects to Caza
Gold and the dividending of 80% 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."
Caza Gold will initially have common management
with Canarc but it is anticipated that a new Caza management team will be
appointed after the distribution. The boards of directors of each company
are currently the same but it is also anticipated that a new Board of
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 will then seek 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.
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: 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.