RosCan to Acquire Prognoz Silver Property
May 28 2008 - 10:03AM
Marketwired Canada
ROSCAN MINERALS CORPORATION ("Roscan") (TSX VENTURE:ROS) announces that it has
entered into two arm's length agreements to acquire a 100% interest in the
Prognoz Silver Project situated in the Republic of Sakha (Yakutia) of the
Russian Federation (the "Property"). High River Gold Mines Limited ("High
River") (TSX:HRG), which holds an indirect 50% interest in the Property, has
completed a preliminary resource estimate (the "Resource Estimate") for the
Property, which has been audited by Micon International Limited ("Micon") in a
National Instrument 43-101 ("NI 43-101") compliant technical report dated
January 14, 2008 (the "Technical Report"). The Resource Estimate calculates an
indicated resource of 3.5 million tonnes at a grade of 636 g/t silver and an
inferred resource of 2.21 million tonnes at a grade of 551 g/t silver, based on
a 100 g/t silver cut-off grade. This Canadian Institute of Mining and Petroleum
("CIM") compliant Resource Estimate is based on information from 198 drill holes
and 390 surface trenches completed prior to May 31, 2007.
Resource Estimate for the Prognoz Silver Project
----------------------------------------------------------------------------
Indicated Resources Inferred Resources
----------------------------------------------------------------------------
Contained Metal Contained Metal
----------------------------------------------------------------------------
Million Million
Cut-off Grade Tonnes Ounces Grade Tonnes Ounces
(g/t Million (g/t of of Million (g/t of of
Silver) Tonnes Silver) Silver Silver Tonnes Silver) Silver Silver
----------------------------------------------------------------------------
100 3.5 636 2224.1 71.5 2.21 551 1218.3 39.2
----------------------------------------------------------------------------
The Qualified Persons responsible for the calculation of the Resource Estimate
are William J. Lewis, B.Sc., P. Geo., and Dibya Kanti Mukhopadhyay (MAusIMM) of
Micon, each a qualified person as required by National Instrument 43-101 ("NI
43-101"). The Technical Report is available under High River's profile at
www.sedar.com.
Terms of Agreements
Each of the vendors will receive 50% of the purchase price ("Purchase Price")
for the Property , which will be equal to $0.55 per ounce of silver outlined in
an updated resource estimate, using a minimum cut-off grade of 50 g/t silver, to
be contained in an NI 43-101 compliant technical report which is anticipated
shortly.
On May 27, 2008, Roscan and Roscan Minerals (BVI) Corp. ("Roscan BVI"), as
purchasers, entered into a share sale agreement with High River and High River
Gold Mines (International) Ltd., a BVI company, as vendors to purchase Prognoz
Invest Ltd., a BVI company and a wholly-owned subsidiary of High River, which
indirectly holds High River's interest in the Property. High River will receive
common shares of Roscan (each a "Roscan Share") valued at the issue price under
the Offering as consideration for its interest in the Property.
Roscan will also assume certain liabilities related to the 2007 and 2008
exploration programs on the Property.
Roscan will acquire the other 50% interest in the Property under the terms of a
share sale agreement dated May 26, 2008, between Roscan and Roscan BVI, as
purchasers, and a private BVI company, as vendor. Roscan and Roscan BVI have
agreed to purchase Polar Silver Resources Ltd., to be satisfied through the
issuance of approximately 9.9% of the Roscan Shares valued at the issue price
under the Offering, assuming completion of the acquisitions and the Offering,
and the balance will be paid in cash.
In addition, Roscan has agreed to make an additional payment to the vendors (50%
each) for the Property, which will be equal to $0.55 for each additional ounce
of silver delineated during the 2008 exploration program on the Property, and
audited in a NI 43-101 compliant technical report, provided that the Purchase
Price and the additional payment, in aggregate, shall not exceed $110,000,000
(for a maximum of 200,000,000 ounces of silver).
Roscan anticipates a new management team will be appointed in connection with
the proposed acquisitions and negotiations are currently ongoing with several
individuals.
Proposed Financing
Roscan has retained GMP Securities L.P. and Jacob & Company Securities Inc.
("Jacob & Company") to act as co-lead agents in connection with a proposed
private placement (the "Offering") of subscription receipts. The terms of the
Offering have not been finalized, however, Roscan anticipates that, upon receipt
of regulatory approval and completion of the acquisitions, each subscription
receipt will automatically be converted into one Roscan Share. Roscan intends to
file a prospectus to qualify the distribution of the Roscan Shares issuable upon
the conversion of the subscription receipts.
The Offering is expected to close during July, 2008. The net proceeds from the
Offering will be used to fund the payment of the Purchase Price, to satisfy
exploration expenditures incurred on the Property and further exploration and
development on the Property.
Terms and Conditions of the Proposed Transaction
The proposed transactions are arm's length transaction as the directors and
officers of Roscan have no ownership or other interest in any of the vendors of
the Property. As part of the regulatory approval process, Roscan anticipates
submitting the prospectus to the TSX Venture Exchange ("TSXV") for review. The
Roscan Shares will remain halted until such time as permission to resume trading
has been obtained from the TSXV and submission of required documentation to the
TSXV.
Jacob & Company acts on behalf of Roscan as its exclusive financial advisor in
connection with the proposed acquisitions. In connection with its services, upon
the acquisition closings, and subject to regulatory approval, including without
limitation, the approval of the TSXV, Roscan has agreed to pay Jacob & Company a
fee equal to 1.0% of the number of Roscan Shares outstanding on the completion
of the acquisitions and the Offering.
Completion of the proposed transactions is subject to a number of conditions
including TSXV acceptance and disinterested shareholder approval. The
transactions cannot close until shareholder approval is obtained. There can be
no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the prospectus to be
prepared in connection with the proposed transactions, any information released
or received with respect to the proposed transactions may not be accurate or
complete and should not be relied upon. Trading in the securities of Roscan
should be considered highly speculative.
Sponsorship
Roscan will, if necessary, engage a sponsor in connection with the proposed
transactions. If an agreement to act as sponsor is entered into it should not be
construed as any assurance with respect to the merits of the proposed
transactions or the likelihood of completion.
This press release includes "forward looking statements", within the meaning of
applicable securities legislation, which are based on the opinions and estimates
of management and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as "seek",
"anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast",
"may", "will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "should", "believe" and similar words suggesting future
outcomes or statements regarding an outlook.
Assuming completion of the proposed transaction, such risks and uncertainties
include, but are not limited to, risks associated with the mining industry
(including operational risks in exploration development and production; delays
or changes in plans with respect to exploration or development projects or
capital expenditures; the uncertainties involved in the discovery and
delineation of mineral deposits, resources or reserves; the uncertainty of
resource and reserve estimates and the ability to economically exploit resources
and reserves; the uncertainty of estimates and projections in relation to
production, costs and expenses; the uncertainty surrounding the ability of
Roscan to obtain all permits, consents or authorizations required for its
operations and activities; and health and safety and environmental risks), the
risk of commodity price and foreign exchange rate fluctuations, the ability of
Roscan to fund the capital and operating expenses necessary to achieve the
business objectives of Roscan, the uncertainty associated with commercial
negotiations and negotiating with foreign governments and risks associated with
international business activities, as well as those risks described in public
disclosure documents filed by Roscan. Due to the risks, uncertainties and
assumptions inherent in forward-looking statements, prospective investors in
securities of Roscan should not place undue reliance on these forward-looking
statements. Statements in relation to "resources" and "reserves" are deemed to
be forward-looking statements, as they involve the implied assessment, based on
certain estimates and assumptions, that the reserves described can be profitably
produced in the future. Readers are cautioned that the foregoing lists of risks,
uncertainties and other factors are not exhaustive. The forward-looking
statements contained in this press release are made as of the date hereof and
Roscan undertakes no obligation to update publicly or revise any forward-looking
statements contained in this press release or in any other documents filed with
Canadian securities regulatory authorities, whether as a result of new
information, future events or otherwise, except in accordance with applicable
securities laws. The forward-looking statements contained in this press release
are expressly qualified by this cautionary statement.
Shares Outstanding: 26,699,573
Roscan Gold (TSXV:ROS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Roscan Gold (TSXV:ROS)
Historical Stock Chart
From Jul 2023 to Jul 2024
