X-Tal Minerals Corp. (TSX VENTURE:XMT.H) (the "Company" or "X-Tal") is pleased
to announce that, further to its press release dated November 2, 2010, the TSX
Venture Exchange ("TSXV") has accepted for filing its merger documentation and
technical report on Form 43-101, subject to final review and approval, and that
it will resume trading on the NEX on Monday, November 22, 2010 at 9:30 AM EST.


Under the terms of the definitive Merger Agreement (the "Agreement"), the
Company will acquire all of the outstanding shares of American Eagle Resources,
Inc. ("AME") (the "Transaction"). The combined entity will focus on generating
shareholder value through the exploration and development of its mineral
projects in Fiji.


Under the terms of the Agreement, the parties shall amalgamate and consolidate
all of their outstanding common shares and stock options. AME and X-Tal
currently have 21,108,543 and 6,300,001 common shares outstanding, respectively,
representing 77% and 23% ownership in the combined company.


About the Company

The Company has historically been involved in the business of mineral
exploration and development. However, it has been without active operations for
a number of years. During this time period, the Company's business activities
have involved using its available resources to identify and evaluate assets or
businesses which, when acquired, would qualify the Company for listing as either
a Tier 1 or Tier 2 Issuer on the TSXV. In February 2009, the Company commenced
discussions with AME regarding the proposed acquisition of all of the issued and
outstanding securities of AME by the Company. Since this time, the Company has
been actively involved in proceeding with the steps necessary to carry out a
transaction with AME.


About AME

AME is a private British Columbia corporation that holds, through its subsidiary
Lion One Limited Fiji, five Special Prospecting Licenses covering 38,034
hectares in the Fijian Islands, including the assets collectively known as the
Tuvatu project ("Tuvatu"). A technical report for Tuvatu dated October 1, 2010
has been completed according to NI 43-101 guidelines by P&E Mining Consultants
of Brampton, Ontario.


The Tuvatu High-Grade Gold Project

Tuvatu hosts the second largest gold deposit in Fiji after the large Emperor
Gold Mines ("Emperor") gold deposit at Vatukoula (7 million oz. Au produced to
date). These deposits are 50 km apart and are associated with the same NE
trending lineament of alkaline rocks on the island of Viti Levu. Epithermal gold
veins at Tuvatu occur along the margins of the eroded Navilawa volcanic center
in a multi-phase environment also featuring porphyry copper-style
mineralization.


Historic and Current Mineral Resource and Reserve Estimates

Historical mineral resource estimates for Tuvatu were reported in compliance
with the Australian Joint Ore Reserves Committee (JORC) guidelines and included
Indicated Mineral Resources of 1,065,000 tonnes at 8.45 grams Au per tonne, or
289,000 oz. Au, in addition to Inferred Mineral Resources of 757,000 tonnes at
10.31 grams Au per tonne, or 251,000 oz. Au. In connection with a
pre-feasibility study commissioned by Emperor in 2000, a Probable Reserve was
reported of 269,034 oz. Au grading 6.3 grams Au per tonne.


A NI 43-101 compliant Mineral Resource Estimate prepared in conformance with
generally accepted CIM "Estimation of Mineral Resource and Mineral Reserves Best
Practices" (2005) guidelines was completed in August 2010 by P&E and supersedes
all historic resources. Eugene Puritch P.Eng., and F.H. Brown, CPG, Pr.Sci.Nat.
of P&E are the QP's responsible for preparation of the Mineral Resource Estimate
shown below.


The total sampling database for the Tuvatu project consists of 607 records
encompassing data from surface and underground sampling and surface and
underground drilling. The mineral resource was estimated using Inverse Distance
Cubed weighting of capped composite samples, with a grade capping of 40g/t Au.
The strike length of the deposit is on the order of 900 m.




P&E Underground Mineral Resource estimate at a 2.0 g/t Au cut-off (1),(2),
(3) as of August 1, 2010                                                   
---------------------------------------------------------------------------
                     Indicated                         Inferred            
         ------------------------------------------------------------------
            Tonnes x               Au Oz x   Tonnes x               Au Oz x
                1000     Au g/t       1000       1000     Au g/t       1000
---------------------------------------------------------------------------
Sulphides        760       7.05        172      2.502       5.78        465
---------------------------------------------------------------------------
Oxides             0          0          0        116       4.15         15
---------------------------------------------------------------------------
TOTAL            760       7.05        172      2,618       5.71        480
---------------------------------------------------------------------------
(1)Mineral Resources which are not Mineral Reserves do not have            
   demonstrated economic viability. The estimate of Mineral Resources may  
   be materially affected by environmental, permitting, legal, title,      
   taxation, socio-political, marketing, or other relevant issues.         
(2)The quantity and grade of reported inferred resources in this estimation
   are conceptual in nature. There is no guarantee that all or any part of 
   the Mineral Resource will be converted into Mineral Reserve.            
(3)Based on a gold price of US$983.00/oz. and 90% process recovery.        
   Underground operating costs supporting the 2.0 g/t cut-off are as       
   follows; mining $30/t, processing $15/t, G&A $13/t                      



Planned Financing of $10 Million

In conjunction with the Transaction, the Company has engaged MGI Securities
Inc., (the "Agent") as an advisor. MGI Securities has also been engaged as an
agent along with PI Financial Corp. to carry out a concurrent private placement
(the "Financing") of up to 10,000,000 subscription receipts priced at $1.00 per
subscription receipt. The Agent has also agreed to serve as a sponsor for
purposes of TSXV approval. Upon completion of the Transaction, each subscription
receipt will, for no additional consideration, automatically be exercised into
one unit of the Company, each unit consisting of one common share of the Company
and one half of one share purchase warrant, with each whole warrant entitling
the holder to purchase one common share of the Company at a price of $2.00 for a
period of 12 months following closing. The Financing is expected to close on or
before December 15, 2010. At closing the gross proceeds of the Financing will be
held in escrow pursuant to the terms of a subscription receipt agreement to be
entered into by the Company and Computershare Investor Services Inc., and will
be released to the Company upon the completion of the Transaction. 


The Company has agreed to pay cash commissions of up to 6% of the gross proceeds
raised, and issue agent's warrants of up to 6% of the number of shares sold. In
addition, the Agents have the option (the "Agents' Option") to sell up to that
number of additional units which is equal to 15% of the number of units sold
pursuant to the offering at a price equal to the Issue Price. The Agents' Option
may be exercised at any time within 30 days after the closing date of the
offering. 


Upon completion of the Transaction and Financing, it is anticipated that the
Company will have approximately 37,408,544 common shares, approximately
2,705,000 stock options, 5,000,000 warrants, and 600,000 broker warrants
outstanding. 


Upon completion of the Transaction and Financing, the Company expects to use its
available funds towards commencing and completing the exploration programs on
Tuvatu. 


Change of Name 

In connection with the closing of the Transaction, the Company will also
complete a name change to Lion One Metals Limited and plans to graduate from the
NEX to the TSX Venture Exchange ("TSXV"). 


New Board Composition

Upon completion of the Transaction, it is expected that Walter H. Berukoff, who
is currently a director of both companies, Richard Meli, and David Duval, will
remain as directors of the Company. In addition, it is expected that upon
completion of the Transaction, George S. Young will be appointed as President
and Director, Darcy Krohman will be appointed as Chief Financial Officer and VP
Exploration, and Hamish Greig will be appointed as Corporate Secretary. 


The Transaction is unanimously supported by the Board of Directors of both AME
and X-Tal and will be fully described in the Management Information Circulars to
be filed with regulatory authorities and mailed to AME and X-Tal shareholders in
accordance with applicable securities laws. The Transaction will be subject to
disinterested shareholder approval of the Company, and will be voted upon at the
Annual Meeting of the Company, to be held at the offices of the Company on or
about December 21, 2010. The record date for the meeting will be November 16,
2010.


The Agreement will result in a Reverse Takeover ("RTO"), as defined under the
TSXV Corporate Finance Manual, of the Company, which is subject to shareholder
and regulatory approval, including approval of the TSXV. The Transaction is also
subject to the approval of the AME shareholders. The shares of the Company to be
issued to current shareholders of AME may be subject to escrow and/or resale
restrictions in accordance with applicable securities legislation and the
policies of the TSXV.


Darcy Krohman, P.Geo, a Qualified Person for the Company under the meaning of
Canadian National Instrument 43-101, has reviewed the technical information in
this news release.


ON BEHALF OF THE BOARD OF DIRECTORS

Walter H. Berukoff, Chairman

Completion of the Transaction is subject to a number of conditions, including
Exchange 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 the Transaction, any information
released or received with respect to the RTO may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company should be
considered highly speculative. 


The Agent, subject to completion of satisfactory due diligence, has agreed to
act as sponsor to the Company in connection with the Transaction. An agreement
to sponsor should not be construed as any assurance with respect to the merits
of the Transaction or the likelihood of completion.


Abacus Mining and Explor... (TSXV:AME)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Abacus Mining and Explor... Charts.
Abacus Mining and Explor... (TSXV:AME)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Abacus Mining and Explor... Charts.