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Laramide Resources Ltd. ("Laramide") (TSX: LAM) is pleased to announce additional details of the pre-IPO private placement financing of its previously announced spin-off company Treasury Metals Inc. ("Treasury Metals"). Treasury Metals has entered into an agreement with Thomas Weisel Partners Canada Inc. as lead agent on behalf of a syndicate of agents (collectively the "Agents") to undertake a private placement financing. The offering will be for up to C$7.5 million of a combination of unit special warrants ("Unit Special Warrants") of Treasury Metals at a price of $2.00 per Unit Special Warrant and flow-through special warrants ("Flow-Through Special Warrants") of Treasury Metals at a price of $2.30 per Flow-Through Special Warrant.
Laramide also announced today an update on Treasury Metals' exploration program. A 10,000 meter drilling program has commenced at Treasury Metals' Goliath Project, a high-grade gold deposit located near Dryden, Ontario. The current drilling is aimed at confirming and increasing a historical Inferred Mineral Resource (non-compliant with NI43-101) containing 2.974 million tonnes grading 6.47 g/t Au, using a cut-off of 3.0 g/t Au and a minimum thickness of 3.0 m (CAMH, 2007). New drill core assays, along with the historical database provided by Teck Cominco, will allow for a new NI43-101 compliant Mineral Resource Estimate to be completed in the coming months. In addition to ongoing drilling, ground geophysical surveys (deep-section IP), high-resolution airborne magnetometer survey and drill core based geochemical and structural studies will be used to explore the approximately 8 kilometres of strike on the property, which covers similar geology, alteration and historic anomalous gold concentrations from surface and drill core samples.
Each Unit Special Warrant will be automatically exercised, for no additional consideration, for one unit ("Unit"), subject to adjustment in certain circumstances, of Treasury Metals on the earlier of: (i) the first business day after Treasury Metals receives a receipt for a final prospectus on which its common shares are listed and posted for trading on the Toronto Stock Exchange or the TSX Venture Exchange (such day referred to as the "IPO Date"); and (ii) July 2, 2008 ("Automatic Exercise Date). Each Flow-Through Special Warrant will be automatically exercised, for no additional consideration, for one common share in the capital of Treasury Metals to be issued on a "flow-through" basis ("Flow-Through Share") on the earlier of (i) the IPO Date, and (ii) the Automatic Exercise Date.
Each Unit will consist of one common share ("Common Share") of Treasury Metals and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share of Treasury Metals at a price of $2.75 per Common Share for 24 months from the date of issuance of such warrants.
Treasury Metals will file a prospectus qualifying the distribution of the Common Shares and Warrants issuable upon exercise of the Unit Special Warrants, and the Common Shares issuable upon exercise of the Flow-Through Special Warrants. The company intends to have a decision document for a final prospectus issued by the applicable securities commissions in Canada, by April 30, 2008, (the "Deadline Date").
As previously announced, Laramide entered into this transaction and financing with the intention of intensifying its focus on uranium, giving Laramide the opportunity to maximize value for the uranium assets, while also participating and allowing its shareholders to participate in any future value created by its non-uranium assets. Laramide intends to distribute a portion of the Common Shares of Treasury Metals to Laramide shareholders with the record date and ratio details for such distribution to be announced on or before the Deadline Date. Initially, Laramide will retain an estimated 19.9% of the Common Shares of Treasury Metals and hold such shares for investment purposes.
Treasury Metals is a growth-oriented, Canadian based gold company, focused on exploring and developing gold properties in Canada. The flagship asset of Treasury Metals is the Goliath Gold Project, comprised of the Goliath Property, historically owned by Laramide, and the contiguous Thunder Lake Property, acquired from Corona Gold Corporation and Teck Cominco Limited in October 2007.
Laramide Resources is engaged in the exploration and development of high quality uranium assets. Its wholly owned uranium assets are in Australia and the United States. Laramide's portfolio of advanced uranium projects have been chosen for their production potential. Its flagship project is Westmoreland, in Queensland, Australia, one of the largest projects currently held by a junior mining company. Its U.S. assets include La Jara Mesa in Grants, New Mexico and La Sal in the Lisbon Valley district of Utah. Its portfolio also includes joint venture, strategic equity positions and royalty participation in uranium development and exploration companies that provide additional geographic diversification and uranium exposure for shareholders.
The reorganization and spin-off of Laramide's non-uranium assets is designed to improve the identification and valuation of specific Laramide properties, to enhance Laramide's ability to divest specific properties through simpler corporate ownership, to enter into strategic joint venture agreements, and to enable Laramide to separately finance and develop its various assets, selectively reducing stock dilution.
For further information contact:
Mr. Scott Jobin-Bevans is the qualified person within the meaning of National Instrument 43-101. Mr. Jobin-Bevans has reviewed the contents of this release.
This press release contains forward-looking statements. Forward-looking statements involve known or unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those projected by such forward-looking statements. Such factors include, among others, the actual results of current exploration activities, access to capital and future prices of uranium, gold and other base metals and those factors disclosed under the heading "Risk Factors" and elsewhere in Laramide documents filed from time to time with applicable regulatory authorities.