DPM Dundee Precious Metals Inc

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Queensland Minerals Ltd. (TSX VENTURE:QML) (the "Company" or "Queensland") is
pleased to report that the Company has entered into an option agreement dated
October 4, 2010 (the "Option") on the basis of the previously-announced
non-binding letter of intent with Dundee Precious Metals Inc. ("DPM") dated
August 9, 2010.


Summary of the Transaction

Pursuant to the Option, Queensland is entitled, subject to the terms and
conditions of the Option, to acquire indirectly 100% of DPM's interest in all of
the issued and outstanding securities of Dundee Moly Company d.o.o. ("Molyco"),
a company incorporated in Serbia (the "Transaction"). Molyco is the holder of
several mineral licenses including mineral licenses related to the Surdulica
molybdenum project, the Tulare copper and gold project and other early stage
projects located in Serbia (hereinafter referred to as the "Serbian Assets"),
which Serbian Assets are described in the Company's February 23, 2010 press
release. The Option is valid for one year from the date of execution of the
option agreement (the "Option Period").


The completion of the acquisition through the exercise of the Option by
Queensland will be subject to: (1) Queensland having raised in one or more
financings (the "Combined Financings") aggregate gross proceeds of at least $10
million ("Minimum Financing Amount") prior to the expiry of the Option Period
(which includes any amounts raised in the Interim Financing described below);
and (2) Queensland having expended aggregate exploration expenditures of $3
million on the Serbian Assets during the Option Period. Other conditions such as
obtaining all requisite regulatory, shareholder, stock exchange or governmental
authorizations and consents, including the approval of the TSX Venture Exchange
(the "TSXV") will be required before the Company can exercise the Option.


Upon exercise of the Option, Queensland will issue to DPM such number of units
("Vendor Units") in the capital of Queensland as will equal 47.5% of the issued
and outstanding shares of Queensland on a non-diluted basis as of the date of
the exercise of the Option (subject to adjustments under certain circumstances).
Each Vendor Unit will be comprised of one common share in the capital of
Queensland (a "Vendor Share") and that number of warrants (but not less than
half a warrant per Vendor Unit) (each whole warrant, a "Vendor Warrant") as is
equal to the number of warrants per unit sold in the Combined Financings. The
total number of Vendor Warrants to comprise the Vendor Units will reflect in
proportion the number of Queensland warrants forming part of units sold in the
various tranches of the Combined Financings on a pro rata basis of each of the
tranches of the Combined Financings. The exercise price of the Vendor Warrants
shall be the lesser of the exercise price of issue price of units sold in the
Initial Financing (described below) and $0.42 per warrant for a term being the
greater of 2 years and the term of the warrants forming part of the Initial
Financing.


In addition to entering into the Option, Queensland and DPM have entered into an
agreement whereby DPM has a participation right to maintain its pro-rata
ownership in Queensland. The Option also contemplates the entering into of
certain other ancillary agreements, including: a standstill agreement relating
to certain conduct of DPM, dependent upon its ownership position in Queensland,
relating to take-over bids; and the grant by Queensland to DPM of qualification
rights pursuant to which DPM will be entitled to request the qualification for
distribution by prospectus in all provinces of Canada (other than Quebec) of
DPM's shares of Queensland, at DPM's expense, and as long as DPM holds more than
20% of the outstanding shares of Queensland.


David Fennell will remain chairman of the Company and James Crombie will remain
CEO. Alain Krushnisky will remain CFO and Anthony Walsh will remain chair of the
audit committee. The names and backgrounds of the persons that the Company
anticipates will constitute principals of the Company upon exercise of the
Option are described in the February 23, 2010 press release.


Initial Financing 

As announced in its August 30, 2010 press release, in connection with the
Transaction, the Company plans to complete a non-brokered private placement
financing of approximately $4 million of units of its securities (the "Units")
at $0.30 per Unit (the "Initial Financing"). Each Unit will consist of one
common share of Queensland (a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant will entitle the holder to subscribe for one
Common Share at $0.42 for a period of 24 months from the closing date of the
Initial Financing. The Initial Financing is anticipated to close on or about
October 8, 2010. Approximately 13% of the Initial Financing is being subscribed
for by insiders of the Company.


The Initial Financing is subject to certain conditions including, but not
limited to, the receipt of all necessary corporate and regulatory approvals,
including the approval of the TSXV.

The Company intends to apply the net proceeds raised from the Financing to
conduct exploration on the Serbian Assets and for general working capital.


The Initial Financing will be conducted in reliance upon certain prospectus and
private placement exemptions in Canadian jurisdictions and in certain
jurisdictions outside Canada, and all securities to be issued will be subject to
a four month hold period. 


The Company will have the right, commencing 180 days after the closing date of
the Initial Financing, to accelerate the expiry date of the outstanding Warrants
if the closing price of the common shares of the Company on any stock exchange
in Canada is higher than $1.00 for 20 consecutive trading days in which case the
Warrants will expire on the 30th day after the date on which notice of such
acceleration is provided by the Corporation to the holders of Warrants.


As noted in the Company's press release dated August 30, 2010, the Company will
not be completing the $10 Million private placement financing announced on
February 23, 2010.


This press release does not constitute an offer to sell or the solicitation of
an offer to buy any of the Common Shares or Warrants (the "Securities") in the
United States. The Securities have not been and will not be registered under the
U.S. Securities Act or any state securities laws, and may not be offered or sold
in the United States without registration under the U.S. Securities Act and all
applicable state securities laws, or an applicable exemption from registration
requirements. No public offering of the Securities will be made in the United
States in connection with the Initial Financing.


Sponsorship may be required by the TSXV unless an exemption from sponsorship is
available. The Company intends to apply for an exemption from the sponsorship
requirement. There is no assurance that the Company will be able to obtain such
an exemption.


About Queensland Minerals Ltd.: 

The Company is an exploration company with mineral properties in the State of
Queensland, Australia. Since becoming TSXV-listed issuer in 2007 upon completion
of its initial public offering, Queensland has carried out mineral exploration
in Queensland, Australia through its two wholly-owned subsidiaries. In late
2008, the Company halted all field activities as a result of its limited
financial resources, and the Company's projects, of which there is currently
only one, have been on care and maintenance since. Subsequently, the Company
closed its Australian exploration office and has been engaged in seeking new
opportunities and financing for its next phase as a public company. Additional
information about the Company is available on SEDAR at www.sedar.ca.


About Dundee Precious Metals Inc.: 

DPM is a Canadian based, international mining company engaged in the
acquisition, exploration, development and mining of precious metal properties.
Its common shares and share purchase warrants (Symbol: DPM; DPM.WT; DPM.WT.A)
are traded on the Toronto Stock Exchange (TSX). DPM owns the Chelopech Mine, a
gold/copper concentrate producer and the Krumovgrad gold project, a mining
development project, both located in Bulgaria, Namibia Custom Smelters (Pty)
Ltd., a concentrate processing facility located in Tsumeb, Namibia and 95% of
the Kapan Mine, a gold/copper/zinc concentrate producer in southern Armenia. In
addition, DPM holds certain exploration and exploitation concessions in some of
the larger gold-copper-silver mining regions in Serbia. Additional information
about DPM is available on SEDAR at www.sedar.ca.


ON BEHALF OF THE BOARD OF DIRECTORS: James Crombie

This press release contains forward-looking information. In particular, this
press release contains statements concerning the prospective Transaction of the
Company and the Serbian Assets. The information about the Serbian Assets has not
been independently verified by the Company. Although the Company believes in
light of the experience of its officers and directors, current conditions and
expected future developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking information
are reasonable, undue reliance should not be placed on them because the Company
can give no assurance that they will prove to be correct. Forward-looking
information is subject to known and unknown risks and uncertainties, and depends
on assumptions (including, but not limited to, assumptions about the exploration
potential of the Serbian Assets and the identified exploration targets) and
other factors, all of which may cause actual results or events to differ
materially from those anticipated in such forward-looking information. The terms
and conditions of the prospective transaction may change, including based on
finalization of the corporate and tax structuring of the transaction, the
success of the Initial Financing, regulatory and third party comments, consents
and approvals and the parties' ability to satisfy the conditions of the
Transaction in the required timeframes. The forward-looking statements contained
in this press release are made as of the date hereof and the Company undertakes
no obligations to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.


Completion of the transaction is subject to a number of conditions. Completion
of the Initial Financing is subject to TSXV acceptance. The exercise of the
option and completion of the acquisition of the Serbian assets is subject to a
number of conditions, including TSXV acceptance and disinterested Shareholder
approval. The transaction cannot close until the required Shareholder approval
is obtained. There can be no assurance that the transaction will be completed as
proposed or at all. 


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with this transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Queensland
Minerals Ltd. should be considered highly speculative. 


The TSX Venture Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press
release."

Dundee Precious Metals (TSX:DPM)
Historical Stock Chart
From Jul 2024 to Jul 2024

Dundee Precious Metals (TSX:DPM)
Historical Stock Chart
From Jul 2023 to Jul 2024