Tournigan Energy Ltd. (TSX-V: TVC) (FRANKFURT: TGP) ("Tournigan" or
the "Company") has arranged to sell its wholly-owned subsidiaries
Dalradian Gold Limited ("Dalradian") and Tournigan USA Inc.
("TVC-USA"). Tournigan has signed a letter agreement with C3
Resources Inc. ("C3") whereby C3 will acquire Dalradian for C$13
million (the "Dalradian Transaction"). Tournigan has also signed a
letter agreement with Fischer-Watt Gold Company, Inc.
("Fischer-Watt") whereby Fischer-Watt will acquire TVC-USA for an
earn-in structure and certain deferred cash payments (the "TVC-USA
Transaction"). The Curraghinalt Gold Project in Northern Ireland
(Dalradian) and the uranium exploration licenses in the USA
(TVC-USA) are non-core assets of Tournigan. The Company's focus is
on the development of its prospective mineral properties in
Slovakia, notably its Kuriskova Uranium Project.
Strategic Benefits of the Transactions to Tournigan
In a letter to shareholders dated September 3, 2008, Dorian L.
(Dusty) Nicol, the Company's President and CEO stated that, "As our
name states, our primary focus is energy. Our most significant
properties are located in Slovakia.... While we will always be
aggressive in following opportunities as we identify them, we will
not allow ourselves to be distracted from our objective: to become
a premier mid-tier explorer, developer and producer of uranium."
The sale of Dalradian and TVC-USA will allow Tournigan to focus its
financial and management resources on achieving its primary
objective of developing its core uranium properties in
Slovakia.
Although Tournigan continues to maintain a strong balance sheet
with no debt and a current cash balance of approximately C$13
million, the cash funds from the Dalradian Transaction will provide
Tournigan with even greater financial security and an increased
ability to progress its core Slovak properties.
Tournigan remains confident in the potential of the Curraghinalt
Gold Project in Northern Ireland (Dalradian) and the uranium
exploration licenses in the USA (TVC-USA), but believes these
assets will be better progressed as core assets of C3 and
Fischer-Watt, respectively, rather than as non-core assets of
Tournigan. Both transactions have been structured to allow
Tournigan shareholders continued participation in the potential
upside of these projects without requiring further financial or
human capital investment by Tournigan. On completion of the
Dalradian Transaction, Tournigan will hold the C3 Note (as defined
below), which will either convert into shares of C3 or be redeemed
for cash. As a result, Tournigan will either retain an indirect
interest in the Curraghinalt Gold Project or will receive full cash
value for it. Under the terms of the TVC-USA Transaction, Tournigan
will hold a carried interest in the TVC-USA properties that will
effectively grant Tournigan an option to participate in any
eventual producing project without further investment until such
time as the project is deemed feasible.
Dalradian Transaction
Under the terms of the Dalradian Transaction, C3 will pay
Tournigan C$6.5 million in cash on closing, plus C$6.5 million in
the form of a convertible redeemable note (the "C3 Note"), plus a
working capital adjustment. The C3 Note, which is secured by all
the issued and outstanding shares of Dalradian, will be due in one
year following closing and will be interest free for the first six
months and bear interest at a rate of 10% per annum thereafter. The
C3 Note will be convertible at any time at Tournigan's option into
shares of C3 at a conversion price equal to the price of shares to
be offered and sold by C3 under a concurrent private placement
offering (the "C3 Offering"). The C3 Note will also be convertible
at the option of C3 following the completion of any transaction
which results in the listing of C3's shares on the TSX Venture
Exchange, the Toronto Stock Exchange, or another mutually
acceptable public stock exchange. C3 has agreed to pay Tournigan a
C$375,000 non-refundable deposit that is creditable against the
final cash consideration.
The Dalradian Transaction is binding and includes a commitment
by Tournigan to not solicit alternative transactions. A break fee
of C$375,000 is payable to C3 under certain conditions.
Tournigan's management will continue to supervise the day-to-day
operations of Dalradian during the transaction period in
consultation with C3.
The Dalradian Transaction is subject to completion of mutual
confirmatory due diligence, definitive documentation, regulatory
and third-party approvals (including the approval of the TSX
Venture Exchange), the successful completion of the C3 Offering,
approval from the respective boards of directors and the
satisfaction of other customary conditions. The Dalradian
Transaction is expected to close by mid December 2008.
C3 is a private, gold-focused, exploration and development
company with corporate offices in Elko, Nevada and Toronto,
Ontario. C3's objective is to rapidly develop into an advanced
exploration and development company with a diversified portfolio of
projects by completing strategic acquisitions of advanced projects
and aggressively identifying and developing its own exploration
projects. C3's current properties include 10 exploration projects
in North-Central Nevada. C3 is planning to grow its resource base
to more than five million ounces of gold within the next two
years.
TVC-USA Transaction
Under the terms of the TVC-USA Transaction, Fischer-Watt will
grant Tournigan a 30% carried interest in respect of each TVC-USA
property up to the completion of a feasibility study for any
project encompassing any such property (a "Project"). Upon
completion of a feasibility study, Tournigan's carried interest in
respect of such property will convert into a 30% working interest
in the Project or Tournigan will have the option to dilute down to
a 5% net profits interest. In addition, Fischer-Watt will deliver
to Tournigan at closing an interest-free promissory note due August
31, 2009 in the amount of approximately US$309,500 (being 100% of
the September 1, 2008 federal claim maintenance payments paid by
TVC-USA). Fischer-Watt will also secure the release of TVC-USA's
reclamation bonds and reimburse Tournigan by August 31, 2009 in the
amount of US$930,000 less any applicable reclamation costs.
The TVC-USA Transaction is binding.
Tournigan's management will continue to supervise the day-to-day
operations of TVC-USA during the transaction period in consultation
with Fischer-Watt.
The TVC-USA Transaction is subject to definitive documentation,
regulatory and third-party approvals (including the approval of the
TSX Venture Exchange), approval from the respective boards of
directors and the satisfaction of other customary conditions. The
TVC-USA Transaction is expected to close by December 2008.
Fischer-Watt (OTCBB: FWGO) is a Nevada-incorporated mineral
exploration and development company with an existing gold property
in Arizona. The Chairman, President and CEO of Fischer-Watt is
Peter Bojtos, who is also a standing director of Tournigan.
Advisors
Cormark Securities Inc. is acting as financial advisor to
Tournigan with respect to both Transactions.
Clarus Securities Inc. is acting as financial advisor to C3 with
respect to the Dalradian Transaction.
About Tournigan Energy Ltd.
Tournigan is a uranium and gold exploration and development
company that has built a portfolio of highly prospective assets in
Europe. The company has focused its development and obtained
licences in Slovakia, a member of the European Union since 2004.
Slovakia is economically and politically stable, has excellent
infrastructure and an educated population. Tournigan is committed
to safe and sustainable exploration and mine development in
Slovakia and its other operational jurisdictions.
On behalf of the Board of Directors of
TOURNIGAN ENERGY LTD.
"Dusty Nicol"
Dorian L. (Dusty) Nicol, President and CEO
Forward-looking statements: Certain of the statements made
herein, including any information as to the Company's future
financial or operating performance, may be forward-looking and
subject to important risk factors and uncertainties, many of which
are beyond the Corporation's ability to control or predict.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to
update publicly or release any revisions to forward-looking
statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated
events.
The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release.
Distributed by Filing Services Canada and retransmitted by
Marketwire
For further information please contact: Knox Henderson Tournigan
Investor Relations (604) 637-3563 www.tournigan.com
Three Valley Copper (TSXV:TVC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Three Valley Copper (TSXV:TVC)
Historical Stock Chart
From Jul 2023 to Jul 2024