Southwestern Resources and Geoinformatics Announce Friendly Intention to Combine to Create Precious Metals Exploration & Develop
February 23 2009 - 8:31AM
Marketwired
Southwestern Resources Corp. (TSX: SWG) ("Southwestern") and
Geoinformatics Exploration Inc. (TSX VENTURE: GXL)
("Geoinformatics") are pleased to announce that they have entered
into a letter of intent (the "Letter of Intent") relating to a
proposed business combination to create a new gold focused
exploration and development company. The two companies have agreed
to advance on a merger of equals basis, pursuant to which
Southwestern would issue 0.6 of a Southwestern common share for
each Geoinformatics common share (the "Transaction").
Benefits of the business combination include:
- The creation of a more diversified Americas-based precious
metals exploration and development company with a strategic
property portfolio in mining friendly jurisdictions.
- Southwestern's assets include an extensive land package in
Peru with a number of joint venture projects. The most advanced are
the Millo gold-silver Joint Venture with Yamana Gold Inc. and the
50% owned Liam gold-silver Joint Venture with Hochschild Mining
plc.
- Geoinformatics possesses a property portfolio with a
particular focus on Alaska, British Columbia and Mexico. Its
flagship project is the 100% owned Whistler gold-copper development
project in Alaska with a NI43-101 compliant total resource of 4.44
million ounces gold equivalent and 1.31 million ounces in the
Inferred and Indicated Resource categories respectively. Whistler
remains open for expansion and is just one of a cluster of targets
that occur in the existing land package.
- The combined company will have no debt and is expected to
achieve corporate cost efficiencies at the general and
administrative level.
- The combined company, which will be listed on the Toronto
Stock Exchange, will be better positioned to advance its existing
projects on a selective and strategic basis and will focus on
further consolidation opportunities in the precious metals
sector.
Timo Jauristo, Southwestern's current President and CEO, will
lead the combined company, which will undergo board and management
restructuring upon completion of the Transaction.
The technical data and contents of this news release relating to
Geoinformatics have been reviewed by Darren Holden, Chief Operating
Officer, who is a Qualified Person within the meaning of NI 43-101,
with the ability and authority to verify the authenticity and
validity of the data. Further details in this regard were published
by Geoinformatics previously by press release dated January 9,
2008.
The Transaction is subject to customary conditions, including
regulatory approval, the completion of satisfactory due diligence
by each of the parties, the parties negotiating and entering into
definitive agreements and that certain funds managed by Geologic
Resource Partners LLC ("Geologic"), which hold approximately 84.88%
of the outstanding common shares of Geoinformatics, enter into
lockup agreements to support the Transaction and also agree not to
trade in the securities of the merged entity for an agreed upon
period following closing of the Transaction. Geologic has indicated
its support for the Transaction. At this time, discussions are at
an early stage and there can be no assurance that the parties will
enter into any definitive agreement or that the Transaction will be
completed.
This news release includes certain forward-looking information
concerning the proposed transaction between Southwestern and
Geoinformatics. Forward-looking information are frequently
identified by such words as "may", "will", "plan", "expect",
"anticipate", "estimate", "intend" and similar words referring to
future events and results. Forward-looking information is based on
the current opinions and expectations of management. All
forward-looking information is inherently uncertain and subject to
a variety of assumptions, risks and uncertainties, including the
speculative nature of mineral exploration and development,
fluctuating commodity prices, competitive risks, the availability
of financing and risks associated with business combination
transactions, as described in more detail in each of Southwestern's
and Geoinformatics' securities filings available at www.sedar.com.
Actual events or results may differ materially from those projected
in the forward-looking information and the reader is cautioned
against placing undue reliance thereon. Neither Southwestern nor
Geoinformatics assumes any obligation to revise or update these
forward-looking information, except as required by applicable
securities law.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Southwestern Resources Inc. Mr. Timo Jauristo Interim
President & CEO (604) 669-2525 Email: info@swgold.com Website:
www.swgold.com Geoinformatics Exploration Inc. Ms. Rosie Moore
Chief Executive Officer (604) 925-5881 Geoinformatics Exploration
Inc. Mr. Darren Holden Chief Operating Officer (604) 605-3073 x105
Email: info@geoinformex.com Website: www.geoinformex.com
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