Geo Minerals Ltd. Provides Update to Information Circular
December 02 2011 - 1:32PM
Marketwired Canada
GEO MINERALS LTD. ("GEO" or the "Company") (TSX VENTURE:GM)(FRANKFURT:8G3)
provides the following update to its information circular dated November 17,
2011 (the "Information Circular") with respect to the special meeting of its
shareholders (the "Meeting"), to be held at 10:00 AM (Vancouver time) on
December 15, 2011.
As described in its previous news release dated October 17, 2011, Geo and New
Gold Inc. ("New Gold") (TSX:NGD)(NYSE Amex:NGD) have entered into a definitive
business combination agreement, under which New Gold will acquire 100% of the
outstanding common shares of Geo by way of plan of arrangement (the
"Arrangement"). Under the plan of arrangement, Geo shareholders will receive
$0.16 per share, and 1/15th of a common share in GeoNovus Minerals Corp.
("GeoNovus") for every Geo common share held.
It is anticipated that, immediately following the completion of the Arrangement,
GeoNovus will offer units (the "Units") at a price of $0.15 per Unit (the
"GeoNovus Offering"). Each Unit will be comprised of one GeoNovus common share
(a "GeoNovus Share") and one-half of a GeoNovus share purchase warrant (a
"GeoNovus Warrant"). Each whole GeoNovus Warrant will entitle the holder to
purchase an additional GeoNovus Share at a price of $0.20 per share for a period
of 24 months.
The following updates to the Information Circular are made with respect to the
GeoNovus Offering. Under the Offering, GeoNovus will offer a minimum of
5,000,000 Units for minimum gross proceeds of $750,000 (as opposed to a minimum
offering of 4,500,000 Units for proceeds of $675,000, as stated in the
Information Circular), and a maximum of 5,500,000 Units for maximum gross
proceeds of $825,000 (as stated in the Information Circular).
Additionally, GeoNovus may, in its sole discretion, pay a cash finder's fee to
agents of GeoNovus. The cash finder's fee will be in an amount of up to 10% of
the proceeds raised by such agents as part of the Offering.
In light of the foregoing, the table under the "Funds Available" section of
Appendix G to the Information Circular is updated as follows (undefined
capitalized terms have that meaning ascribed to them in the Information
Circular):
Funds Available
--------------------------------------------------------------------------
Available Funds ($)
--------------------------------------------------------------------------
Minimum Maximum
Source of Funds Offering Offering
--------------------------------------------------------------------------
Investment from New Gold under the
Arrangement 250,000 250,000
--------------------------------------------------------------------------
Gross proceeds of the Offering 750,000 825,000
--------------------------------------------------------------------------
Less: estimated costs of the Offering (5,000) (5,000)
--------------------------------------------------------------------------
Less: finder's fees with respect to
the Offering (75,000) (82,500)
--------------------------------------------------------------------------
Estimated funds available on
completion of the Arrangement and the
Offering 920,000 987,500
--------------------------------------------------------------------------
Additionally, the table under "Consolidated Capitalization" of Appendix G to the
Information Circular is updated as follows:
--------------------------------------------------------------------------
Amount Amount outstanding
Amount outstanding assuming completion
outstanding as at the of the Arrangement
as at date of the ----------------------
October 31, Information Minimum Maximum
Capital Authorized 2011 Circular Offering Offering
--------------------------------------------------------------------------
--------------------------------------------------------------------------
GeoNovus Shares Unlimited 10 10 14,485,834 14,985,834
--------------------------------------------------------------------------
Unit Warrants N/A Nil Nil 2,500,000 2,750,000
--------------------------------------------------------------------------
Long term debt N/A Nil Nil Nil Nil
--------------------------------------------------------------------------
For further information regarding the Arrangement, the Offering and GeoNovus,
please see the Information Circular, available online from SEDAR under Geo's
profile at www.sedar.com.
Geo Minerals is a junior mineral exploration company actively seeking mineral
opportunities for the benefit of all our stakeholders. For further information
we invite you to visit us at www.geominerals.ca.
ON BEHALF OF THE BOARD
Michael England, President and Director
Geo Minerals Ltd.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this news release, including certain
information relating to the proposed transaction among Geo, GeoNovus and New
Gold, may be deemed "forward looking". All statements in this news release,
other than statements of historical fact, that address events or developments
that Geo expects to occur, are "forward-looking statements". Forward-looking
statements are statements that are not historical facts and are generally, but
not always, identified by the words "expects", "anticipate", "intends",
"estimates" and similar expressions, or that events or conditions "will",
"would", "may", "could", "should" or "might" occur. All such forward-looking
statements are based on the opinions and estimates of management as of the date
such statements are made and are subject to important risk factors and
uncertainties, many of which are beyond the ability of Geo, GeoNovus or New Gold
to control or predict. Forward-looking statements are necessarily based on
estimates and assumptions (including that the proposed transaction will be
completed successfully on the terms agreed upon by the parties) that are
inherently subject to known and unknown risks, uncertainties and other factors
that may cause actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such forward-looking
statements.
Such risks include, without limitation: the ability to obtain all necessary
approvals and court orders to complete the proposed transaction; changes in
legislation in British Columbia and Canada or in other jurisdictions that Geo or
GeoNovus may operate in that may affect the proposed transaction or its
operations; controls, regulations and political or economic developments in
British Columbia and Canada; the speculative nature of mineral exploration and
development, including the risks of obtaining and maintaining the validity and
enforceability of the necessary licenses and permits and complying with the
permitting requirements in British Columbia; competition; loss of key employees;
additional funding requirements; actual results of current exploration or
reclamation activities; changes in project parameters as plans continue to be
refined; accidents; labour disputes; defective title to mineral claims or
property or contests over claims to mineral properties. In addition, there are
risks and hazards associated with the business of mineral exploration,
development and mining, including environmental hazards, industrial accidents,
and unusual or unexpected formations. Forward-looking statements are not
guarantees of future performance, and actual results and future events could
materially differ from those anticipated in such statements. All of the
forward-looking statements contained in this news release are qualified by these
cautionary statements. Geo and GeoNovus expressly disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, events or otherwise, except in accordance with
applicable securities laws.
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