VANCOUVER, March 25 /PRNewswire/ -Callinan Mines Limited (TSXV:
CAA) (OTCBB: CCNMF) announces that the Board of Directors has set
the date for the special meeting (the "Meeting") of Callinan
shareholders to consider the spin-out transaction (the
"Transaction") previously announced on October 25, 2010. The
Board has set June 7, 2011 as the date for the Meeting and April
28, 2011 as the record date for the Meeting. A complete
description of the Transaction will be set forth in a management
information circular to be sent to Callinan's shareholders in
connection with the Meeting.
The Transaction is intended to provide Callinan shareholders
with the opportunity to continue to participate in both aspects of
Callinan's present holdings. Pursuant to the Transaction,
Callinan's exploration assets, including Callinan's interest in the
Coles Creek polymetallic project in British Columbia, and the
Gossan Hill gold and silver Project in Manitoba, will be
transferred to a new corporation ("Newco"). Following the
implementation of the Transaction, which will be accomplished
through a plan of arrangement, the shareholders will hold shares in
two corporations, existing Callinan and Newco. Existing
Callinan shareholders will receive the same percentage interest in
Newco as they presently hold in Callinan. Callinan will
continue to hold a 6⅔% Net Profits Interest royalty and a $0.25 per
ton royalty in the 777 Mine at Flin Flon, Manitoba, Canada, which
produces copper, gold, zinc and silver and is operated by HudBay
Minerals Inc., as well as the War Baby mineral property.
The implementation of the Transaction is subject to, among other
things, further Board and shareholder approval of the final
structure and terms and the arrangement agreement to be entered
into with Newco. The Transaction is also subject to Court
approval and other regulatory approvals, including TSX Venture
Exchange ("Exchange") acceptance of the Transaction and the
continued listing of Callinan common shares on the Exchange and
conditional listing approval of Newco shares. No application for
listing has been made and there is no assurance that approval will
be granted.
On Behalf of the Board of Directors,
Mike Muzylowski
Mike Muzylowski
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Some statements in this news release contain forward-looking
information. These statements include, but are not limited to,
statements with respect to the Transaction, the expected benefits
of the Transaction, the completion of the Transaction and the
receipt of shareholder and regulatory approvals for the
Transaction. These statements address future events and conditions
and, as such, involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the statements.
Such factors and assumptions include, among others, the effects of
general economic conditions, the price of gold, silver, copper and
other metals, changing foreign exchange rates and actions by
government authorities, uncertainties associated with legal
proceedings and negotiations and misjudgments in the course of
preparing forward-looking information. In addition, there are
known and unknown risk factors which could cause Callinan's actual
results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Known risk factors include risks
associated with the ability obtain any necessary approvals,
waivers, consents and other requirements necessary or desirable to
permit or facilitate the Transaction, the risk that any conditions
of the Transaction may not be satisfied, risks associated with
project development; the need for additional financing; operational
risks associated with mining and mineral processing; fluctuations
in metal prices; title matters; environmental liability claims and
insurance; reliance on key personnel; the potential for conflicts
of interest among certain officers, directors or promoters of
Callinan with certain other projects; currency fluctuations;
competition; dilution; the volatility of Callinan's common share
price and volume; tax consequences to U.S. investors; and other
risks and uncertainties. Forward-looking statements are made based
on management's beliefs, estimates and opinions on the date that
statements are made and Callinan undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as required by
law.
SOURCE Callinan Mines Ltd.