Indicator Minerals to Acquire 100% Interest in Mohave Copper-Moly-Silver Project
August 19 2010 - 2:15PM
Marketwired
Indicator Minerals Inc. (TSX VENTURE: IME) today announced that it
has entered into a Letter of Intent to acquire all of the issued
and outstanding shares of Bluestone Resources Inc., a private
company with a 100% interest in the drill-ready Mohave
Copper-Moly-Silver porphyry Project, Mohave County, Arizona.
"This is an exciting opportunity for Indicator to create
shareholder value by adding a significant asset to our portfolio,"
stated Bruce Counts, President and CEO of Indicator. "We view the
deal with Bluestone as further evidence of our commitment to seize
opportunity when presented with the right projects regardless of
commodity. We can acquire a 100% interest in a compelling, advanced
stage project where the data suggests the property may host a
large-scale economic copper porphyry deposit. This strategic
acquisition is complimentary to Indicator's continued advancement
of our northern diamond projects in particular Nanuq North where we
have results pending. It diversifies our portfolio and ensures that
Indicator will have news flow throughout the year from these key
projects as they are advanced by drilling."
The Project
The Mohave Project is located in north-western Arizona and is
targeted as a large-scale, leach-cap porphyry deposit hosting
copper, molybdenum and silver mineralisation. Exploration work
conducted by Bluestone has identified extensive copper
mineralisation over the project area with a coincident Induced
Polarisation (IP) anomaly and complimentary structural features.
The geology of the Mohave Project is believed to be analogous to
the Bagdad Copper Porphyry Mine, located within 30km and along the
same structural trend.
Terms of the Transaction
The transaction is anticipated to be structured as a "three
cornered" amalgamation between Bluestone and a newly incorporated
subsidiary of Indicator. Pursuant to the transaction, Indicator
will issue 0.62854 common shares in its capital in exchange for
each outstanding share of Bluestone, resulting in Indicator issuing
an aggregate of approximately 5,000,000 common shares, equal to
approximately 4.7% of its issued and outstanding shares after
giving effect to such issuance. Upon closing of the transaction,
the newly amalgamated company will be a wholly owned subsidiary of
Indicator.
In addition, Indicator has entered into a loan agreement with
Bluestone pursuant to which it will advance to Bluestone up to a
total of US$200,000 in order to make certain payments on
Bluestone's properties necessary to keep them in good standing and
to cover transaction expenses. The loan is secured by all of
Bluestone's assets and by a pledge on the shares of Bluestone's
Arizona subsidiary. The loan will be repayable on demand and will
be convertible into shares of Bluestone at the election of
Indicator. No funds may be advanced under the loan until the
Company has obtained Exchange approval.
Bruce Counts, the President and Chief Executive Officer and a
director of the Company and David Kelsch, Vice-President
Exploration and a director of Indicator, are each directors and
shareholders of Bluestone and would be entitled to receive 314,270
and 377,124 Indicator shares, respectively, on closing of the
transaction. In addition, John Robins and Mark Fields, each of whom
is a director of Indicator, is also a non-material shareholder of
Bluestone. Due to these relationships, Mr. Counts and Mr. Kelsch
have excused themselves from voting on any directors' resolutions
with respect to the transaction and each of Indicator and Bluestone
has formed a special committee of its independent directors to
review the transaction.
The completion of the acquisition transaction will be subject to
a number of conditions, including completion of due diligence,
negotiation of final documentation and the receipt of applicable
regulatory and Bluestone shareholder approvals. The transaction is
expected to close in early October, 2010.
About Indicator Minerals:
Indicator Minerals Inc. is a Canadian exploration company
focused on the discovery and development of economic gemstone
deposits. Founded in 2004, the Company has assembled one of the
most qualified technical teams in worldwide exploration. Management
has quickly positioned the Company to be a sophisticated player in
both Canadian and international exploration by forming strategic
partnerships, acquiring highly prospective properties and
conducting systematic and efficient exploration programs.
Indicator Minerals is a member of the Discovery Group of
companies, for more information on the group visit
www.discoveryexp.com.
Cautionary Notice: This release may contain forward-looking
statements regarding the Company's business or financial condition,
including the proposed completion of financings, use of proceeds
and exploration programs. Actual results could differ materially
from those described in this news release as a result of factors,
including, but not limited to the following: the timing and
completion of financings, the actual use of proceeds, the timing,
results and success of exploration and development programs,
financial arrangements, the ability to obtain additional financing,
developments in global resource markets, political developments,
the timing of regulatory and environmental approvals and other
factors. The Company cautions that these and similar statements
involve risk and uncertainties, which could cause actual results to
differ materially from those in the forward looking statement.
Forward-looking statements are made in the context of information
available as of the date stated. The Company undertakes no
obligations to update or revise such statements to reflect new
circumstances or unanticipated events as they occur, unless
required by applicable law.
On behalf of the Board
Indicator Minerals Inc.
Bruce Counts, P.Geoph., President & CEO
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 for the adequacy or
accuracy of this release.
Contacts: Indicator Minerals Inc. Bruce Counts President &
CEO (604) 331-4605 or T.F.: 1-877-331-4605 (604) 331-4654 (FAX)
www.indicatorminerals.com
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