Cassius Ventures Acquires Nicaraguan Gold Properties, Announces Appointment of Director and Closing of Non-Brokered Financing
June 03 2011 - 6:56PM
Marketwired
Cassius Ventures Ltd. (the "Company") (TSX VENTURE: CZ) is pleased
to announce that it has completed the acquisition of the issued and
outstanding shares (the "Fortress Shares") of Fortress de Nicaragua
S.A. ("Fortress") a private Nicaraguan company, which company is
the legal and beneficial owner of sixteen exploration concessions
with a total area of approximately 168,619 hectares located in
Nicaragua and known as the "Nicaraguan Gold Properties" (the
"Acquisition").
The Company acquired all of the Fortress Shares from the two
former Fortress shareholders (the "Fortress Shareholders") by way
of an exchange of securities. In exchange for the Fortress Shares,
the Company issued to the Fortress Shareholders a total of
6,500,000 common shares in the capital of the Company, each as to
50%, at a deemed price of $0.25 per share.
In connection with the Acquisition, the Company has paid an
arm's length party a finder's fee in the amount of $113,750,
through the issuance of 455,000 common shares at a deemed price of
$0.25 per share.
The Acquisition has been approved by a majority of the
shareholders of the Company.
Concurrent with the closing of the Acquisition, John A. Thomas,
one of the Fortress Shareholders, has been appointed as a director
of the Company and Sharon Lewis has resigned her position as
director. As Ms. Lewis was a member of the audit committee, Mr.
Thomas will take her place on such committee.
Mr. Thomas is a professional mining engineer, and holds a B.Sc.
and Ph.D. from the University of Manchester, UK. Mr. Thomas has
extensive experience in the mineral resource industry, particularly
in Latin America, and is currently Vice President, Operations for
Infinito Gold Ltd., and is a director of Canada Zinc Metals Corp.
He has previously served as Vice President, Development of Rusoro
Mining, and Vice President, Operations of Bolivar Gold Corp.
The Company's management would like to thank Ms. Lewis for her
assistance throughout her career at Cassius and wish her well in
her future endeavors.
Non-Brokered Financing
The Company is also pleased to announce that it has closed a
non-brokered private placement (the "Private Placement"), which was
previously announced on May 4, 2011. The Private Placement was made
up of 10,000,000 units of the Company, at a price of $0.25 per unit
for gross proceeds of $2,500,000. Each unit consisted of one common
share and one-half of one share purchase warrant. Each whole such
warrant will entitle the holder to purchase one additional common
share of the Company at a price of $0.45 per share for a period of
24 months. The warrants will also be subject to an "accelerated
expiry provision" whereby, in the event that the volume weighted
average closing price of the Company's shares is equal to or
exceeds $0.65 for a period of 15 consecutive trading days, the
Company may give written notice to the warrant-holders that the
warrants shall expire on the 30th calendar day following the date
of such notice.
The Company paid finders' fees of $16,800 and 351,600 shares in
respect of the Private Placement.
The securities issued pursuant to the Acquisition and the
Private Placement, including the shares issued to finders, are
subject to a hold period expiring on October 4, 2011. The proceeds
of the Private Placement will be used to fund exploration and
evaluation of the Nicaraguan Gold Properties and for general
working capital.
On behalf of the Board of Directors
Cassius Ventures Ltd.
Jason Birmingham, CEO & Director
This news release includes certain statements of forward-looking
information. Such statements include, but are not limited to
statements regarding the use of proceeds of the Private Placement.
We have made certain assumptions about the statements of
forward-looking information contained herein, including among other
things, that Nicaragua will continue to accept foreign investment
in mineral exploration. Statements of forward-looking information
involve various risks and uncertainties. Important factors that
could cause actual results to differ materially from the Company's
plans or expectations include the risks relating to foreign
investment in Nicaragua, the market price of gold and other
minerals, availability of capital and financing, general economic,
market or business conditions, regulatory changes, timeliness of
government or regulatory approvals and other risks set forth from
time to time in the filings made by the Company with securities
regulators. Although we have attempted to identify factors that
would cause actual results to differ materially from those
described in statements of forward-looking information, there may
be other factors that cause actual results, performances,
achievements or events not to be as anticipated, estimated or
intended. Also, many of the factors are beyond our control. There
can be no assurance that statements of forward-looking information
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly you should not place undue reliance on statements of
forward-looking information. The Company disclaims any intention or
obligation to update or revise any forward-looking statements
except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility of the adequacy or
accuracy of this release.
Contacts: Cassius Ventures Ltd. Jason Birmingham CEO &
Director (604) 688-9588
Cassius Ventures Ltd (TSXV:CZ)
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