Exeter provides update on proposed spin-out to create two independent companies
February 18 2010 - 9:00AM
PR Newswire (US)
RESTRUCTURING TO UNLOCK THE VALUE OF THE HIGH GRADE CERRO MORO
GOLD-SILVER PROJECT IN ARGENTINA VANCOUVER, Feb. 18
/PRNewswire-FirstCall/ -- Exeter Resource Corporation (NYSE-AMEX:
XRA, TSX: XRC, and Frankfurt: EXB) ("Exeter" or the "Company") has
mailed a detailed information circular (the "Circular") describing
the business to be conducted at its special meeting of shareholders
to be held March 11, 2010 at 3:00 pm at the Company's offices in
Vancouver, British Columbia with respect to the spin-out of its
Argentine assets into Extorre Gold Mines Limited ("Extorre") by
plan of arrangement (the "Arrangement"). Upon successful completion
of the Arrangement Extorre will hold all of the Company's interest
in its Cerro Moro and Don Sixto properties located in Argentina and
will focus on the development of the Cerro Moro Project. Exeter
will continue to hold and focus on advancing its Caspiche Project,
located in northern Chile. Detailed information respecting the
matters contemplated by the Arrangement is set out in the Circular
and documents incorporated by reference therein. At the meeting the
Company will seek 66 2/3% shareholder approval of a resolution on
the spinout whereby each Exeter shareholder on the distribution
date (the "Distribution Date") of the transaction, which will be
fixed following receipt of the final order from the Supreme Court
of British Columbia (the "Final Order") and announced by news
release, will receive one share in Extorre for each share held in
Exeter on the Distribution Date. There will be no change in
shareholders' holdings in Exeter. Two trading days prior to the
Distribution Date Exeter shares will trade "ex-distribution" and
the shares of Extorre will trade on a "when issued" basis. On the
Distribution Date registered Exeter shareholders who do not dissent
to the resolution will be deemed to have exchanged without any
action on their part each of their Exeter shares on the basis of
one new Exeter share and one new Extorre share. No new share
certificate will be issued for the Exeter shares and existing
Exeter share certificates will be deemed to be share certificates
representing the new Exeter shares. Exeter shareholders who hold
their Exeter shares in their brokerage accounts, including discount
brokerage accounts, will have their Extorre shares automatically
deposited into their accounts by their broker upon completion of
the Arrangement. The accounts of non-dissenting Exeter shareholders
of record on the Distribution Date will be credited with the
Extorre shares to which they are entitled. Following approval of
the Arrangement, Exeter shareholders of record on the Distribution
Date do not need to do anything further in order to receive their
Extorre shares, which will be delivered as soon as possible after
the Distribution Date. Certificates representing Exeter shares are
not being exchanged pursuant to the transaction and will continue
to represent the new Exeter shares. Subject to receipt of all
required consents and approvals, including Exeter shareholder
approval, receipt the Final Order, Toronto Stock Exchange ("TSX")
and NYSE-Amex approval and satisfaction of certain closing
conditions, the Arrangement is expected to close on or about March
12, 2010. It is a condition precedent to the completion of the
Arrangement that Extorre shares be conditionally approved for
listing on the TSX. Application has been made to list Extorre on
the TSX. Listing is subject to Extorre meeting the original listing
requirements of the TSX, receiving TSX approval and meeting all
conditions of listing imposed by the TSX. For US shareholders,
Extorre intends to initially apply for listing on the OTCQX
exchange. Listing is subject to Extorre meeting all listing
requirements of the OTCQX and receiving OTCQX approval. Please
refer to the Exeter press release dated January 19, 2010 and the
Circular for more detailed information, available on SEDAR at
http://www.sedar.com/. About Exeter Exeter is a Canadian mineral
exploration company focused on the discovery and development of
gold and silver properties in South America. The Company has C$72
million in its treasury. On January 19, 2010 the Board approved the
Arrangement pursuant to which the assets of Exeter would be
separated into two highly focused companies. On the Caspiche
Project in Chile an inferred mineral resource estimate of 1,117 Mt
(million metric tons) at a grade of 0.55 grams per metric ton gold
and 1.12 grams per metric ton silver including 1,017 Mt at a grade
of 0.22% copper was announced in September 2009. This equates to
in-situ inferred resources of 19.6 million ounces of gold, 40
million ounces of silver and 4.84 billion pounds of copper (a total
of 32.4 million gold equivalent ounces*). Drilling with six rigs is
underway to expand and upgrade the resource. On the Cerro Moro
Project in Argentina an initial inferred mineral resource estimate
of 646,000 ounces gold equivalent** at a grade of 18 g/t gold
equivalent** was announced mid-2009. A new Cerro Moro resource
estimate is scheduled for April 2010, to be followed by a
Preliminary Assessment Study of potential project economics and
mine planning. These studies will form the basis of a mine
development decision and the submission of the project to
Provincial authorities for permitting. Exploration drilling will
continue through 2010. No site work is currently planned on the Don
Sixto gold-silver project in Argentina. The Company will continue
to work with provincial authorities and with representatives of
other mining companies, to effect amendment to the 2007 legislation
that banned the use of cyanide in mining operations in Mendoza
Province. Matthew Williams, Exeter's Exploration Manager and Justin
Tolman, Exeter's Caspiche Project Manager both considered a
"qualified person" within the definition of that term in National
Instrument 43-101, Standards of Disclosure for Mineral Projects,
has supervised the preparation of the technical information
contained in this news release. You are invited to visit the Exeter
web site at http://www.exeterresource.com/. EXETER RESOURCE
CORPORATION Bryce Roxburgh President and CEO *Gold ("Au")
equivalence for copper ("Cu") and silver ("Ag") was calculated by
Exeter using assumed metal prices of US$800/ounce ("oz") for Au,
US$12/oz for Ag and US$2/pound ("lb") for Cu. The formula to
calculate Au equivalence for Cu was pounds of Cu multiplied by 2
and divided by 800; Au equivalence for Ag was calculated using the
formula oz of Ag multiplied by 12 and divided by 800, and in both
cases assumes 100% recovery. Reported grades and metric tons have
been rounded (see news release NR 9-22 dated October 20, 2009).
**Inferred mineral resource estimate of 1,098 Mt containing 371,000
ounces gold at a grade of 10.5 g/t and 19.2 million ounces silver
at a grade of 545 g/t for 646,000 ounces gold equivalent at a grade
of 18 g/t gold equivalent. Gold equivalent is calculated by
dividing the silver assay result by 70, adding it to the gold value
and assuming 100% metallurgical recovery (see news release NR 9-14
dated July 8, 2009). Safe Harbour Statement - This news release
contains "forward-looking information" and "forward-looking
statements" (together, the "forward-looking statements") within the
meaning of applicable securities laws and the United States Private
Securities Litigation Reform Act of 1995, including the Company's
belief as to the extent and timing of its drilling programs,
various studies including engineering, environmental,
infrastructure and other studies, and exploration results, budgets
for its exploration programs, the potential tonnage, grades and
content of deposits, timing, establishment and extent of resources
estimates, potential for financing its activities, potential
production from and viability of its properties, expected cash
reserves and the expected benefits of the proposed spin-out
transaction. These forward-looking statements are made as of the
date of this news release. Users of forward-looking statements are
cautioned that actual results may vary from the forward-looking
statements contained herein. While the Company has based these
forward-looking statements on its expectations about future events
as at the date that such statements were prepared, the statements
are not a guarantee of the Company's future performance and are
subject to risks, uncertainties, assumptions and other factors
which could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.
Such factors and assumptions include, amongst others, the effects
of general economic conditions, the price of gold, silver and
copper, changing foreign exchange rates and actions by government
authorities, uncertainties associated with legal proceedings and
negotiations and misjudgements in the course of preparing
forward-looking information. In addition, there are also known and
unknown risk factors which could cause the Company'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 project development; the need for additional
financing; operational risks associated with mining and mineral
processing; fluctuations in metal prices; title matters;
uncertainties and risks related to carrying on business in foreign
countries; environmental liability claims and insurance; reliance
on key personnel; the potential for conflicts of interest among
certain officers, directors or promoters of the Company with
certain other projects; the absence of dividends; currency
fluctuations; competition; dilution; the volatility of the
Company's common share price and volume; tax consequences to U.S.
investors; and other risks and uncertainties, including those
described in the Company's Annual Information Form for the
financial year ended December 31, 2008, dated March 27, 2009 filed
with the Canadian Securities Administrators and available at
http://www.sedar.com/. Although the Company has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company is under no obligation to
update or alter any forward-looking statements except as required
under applicable securities laws. Cautionary Note to United States
Investors - The information contained herein and incorporated by
reference herein has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of United States securities laws.
Unless otherwise indicated, all mineral resource estimates included
herein or incorporated by reference herein have been prepared in
accordance with NI 43-101 and the Canadian Institute of Mining and
Metallurgy Classification System. NI 43-101 requires issuers to
file technical reports at certain times under a prescribed format.
Canadian standards differ significantly from the requirements of
the SEC; mineral resource information contained herein or
incorporated by reference herein may not be comparable to similar
information disclosed by U.S. companies. In particular, and without
limiting the generality of the foregoing, the term "resource" does
not equate to the term "reserve". The SEC's disclosure standards
normally do not permit the inclusion of information concerning
"measured mineral resources", "indicated mineral resources" or
"inferred mineral resources" or other descriptions of the amount of
mineralization in mineral deposits that do not constitute
"reserves" by U.S. standards in documents filed with the SEC,
unless such information is required to be disclosed by the law of
the Company's jurisdiction of incorporation or of a jurisdiction in
which its securities are traded. U.S. investors should also
understand that "inferred mineral resources" have a great amount of
uncertainty as to their existence and great uncertainty as to their
economic and legal feasibility. Disclosure of "contained ounces" is
permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does
not constitute "reserves" by SEC standards as in place tonnage and
grade without reference to unit measures. NEITHER THE TSX NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS NEWS RELEASE DATASOURCE: Exeter
Resource Corporation CONTACT: B. Roxburgh, President or Rob Grey,
VP Corporate Communications, Tel: (604) 688-9592, Fax: (604)
688-9532, Toll-free: 1-888-688-9592, Suite 1260, 999 West Hastings
St., Vancouver, BC, Canada, V6C 2W2,
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