Mainstream to Acquire Champagne Resources
TORONTO, ONTARIO--(Marketwired - Mar 13, 2014) - Mainstream
Minerals Corporation (TSX-VENTURE:MJO) ("Mainstream" or the
"Company") and Champagne Resources Limited ("Champagne") are
pleased to announce that on March 12, 2014, Mainstream, Champagne
and a wholly-owned subsidiary of Mainstream ("Subco") entered into
an amalgamation agreement (the "Amalgamation Agreement") whereby
Mainstream will acquire all of the issued and outstanding shares of
Champagne, an arm's length party (the "Transaction").
Pursuant to the Amalgamation Agreement, Mainstream, Subco and
Champagne have agreed to complete the Transaction pursuant to
which, among other things, Subco and Champagne will amalgamate
pursuant to the provisions of the Business Corporations
Act (Ontario) to form a wholly-owned subsidiary of Mainstream
("Amalco"), and each Champagne shareholder (other than a Champagne
shareholder who exercises dissent rights) will be entitled to
receive two (2) common share of Mainstream (each, a "Mainstream
Share") for every one (1) common share of Champagne (a "Champagne
Share") held by such Champagne shareholder. As a result, 53,777,454
Mainstream Shares will be issued to former Champagne shareholders,
on a non-diluted basis, to acquire a 100% interest in
Champagne.
Upon completion of the Transaction, each holder of the
outstanding 13,802,014 common share purchase warrants (the
"Champagne Warrants") of Champagne will receive two (2) replacement
common share purchase warrants of Mainstream, having the same terms
as the Champagne Warrants, as applicable, but shall be exercisable
at a price equal to half the exercise price of the Champagne
Warrant being exchanged.
In connection with the Transaction, Chris Hopkins will be
appointed Chief Executive Officer and a director of Mainstream. Mr.
Hopkins has over 25 years of experience in financial management,
mergers & acquisitions, strategic planning, investor relations,
corporate governance and financial & management reporting
primarily in the mining sector. Champagne's existing geological
team will also continue as part of the newly merged company.
Champagne's principal property is the Goodfish Kirana Property,
located 5 km north of Kirkland Lake, Ontario, which is comprised of
contiguous mining claims covering approximately 3,330 hectares.
Further details including a recent technical report can be found on
Champagne's website at www.champagneresources.com.
Completion of the Transaction will be subject to certain
standard conditions including, without limitation: (a) Mainstream
completing a $500,000 financing prior to closing; (b) all
outstanding stock options of Champagne being terminated prior to
closing; (c) receipt of all necessary consents, waivers, permits,
exemptions, orders and approvals, including the approval of the TSX
Venture Exchange (the "TSXV") for the issuance of the Mainstream
Shares pursuant to the Transaction; and (d) receipt of shareholder
approval by Champagne shareholders to the Transaction. The
Transaction will not be subject to the approval of the shareholders
of Mainstream.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release and has
in no way passed upon the merits of the Transaction and has neither
approved nor disapproved of the contents of this press
release.
Not for distribution to U.S. Newswire Services or for
dissemination in the United States. Any failure to comply with this
restriction may constitute a violation of U.S. Securities
laws.
Completion of the Transaction is subject to a number of
conditions including but not limited to TSXV acceptance and if
applicable pursuant to the TSXV requirements, receipt of approval
by Champagne shareholders to the Transaction. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon.
Cautionary Statements Regarding Forward Looking Information
This press release contains "forward-looking information" within
the meaning of Canadian securities legislation. All information
contained herein that is not clearly historical in nature may
constitute forward-looking information. Generally, such
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Mainstream or Champagne to
be materially different from those expressed or implied by such
forward-looking information, including but not limited to: (i) the
possibility that the Transaction would not be completed; (ii)
volatile stock price; (iii) the general global markets and economic
conditions; (iv) the possibility of write-downs and impairments;
(v) the risk associated with exploration, development and
operations of mineral deposits; (vi) the risk associated with
establishing title to mineral properties and assets; (vii) the
risks associated with entering into joint ventures; (viii)
fluctuations in commodity prices; (ix) the risks associated with
uninsurable risks arising during the course of exploration,
development and production; (x) competition faced by the resulting
issuer in securing experienced personnel and financing; (xi) access
to adequate infrastructure to support mining, processing,
development and exploration activities; (xii) the risks associated
with changes in the mining regulatory regime governing the
resulting issuer; (xiii) the risks associated with the various
environmental regulations the resulting issuer is subject to; (xiv)
risks related to regulatory and permitting delays; (xv) risks
related to potential conflicts of interest; (xvi) the reliance on
key personnel; (xvii) liquidity risks; (xviii) the risk of
potential dilution through the issue of resulting issuer common
shares; (xix) the resulting issuer does not anticipate declaring
dividends in the near term; (xx) the risk of litigation; and (xxi)
risk management.
Forward-looking information is based on assumptions management
believes to be reasonable at the time such statements are made,
including but not limited to, completion of the Transaction,
continued exploration activities, no material adverse change in
metal prices, exploration and development plans proceeding in
accordance with plans and such plans achieving their stated
expected outcomes, receipt of required regulatory approvals, and
such other assumptions and factors as set out herein. Although
Mainstream and Champagne have attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information, there may be
other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance that such
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such forward-looking information. Such
forward-looking information has been provided for the purpose of
assisting investors in understanding Mainstream and Champagne's
business, operations and exploration plans and may not be
appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking information.
Forward-looking information is made as of the date of this press
release, and Mainstream and Champagne do not undertake to update
such forward-looking information except in accordance with
applicable securities laws.
Mainstream Minerals CorporationDavid ReidPresident & Chief
Executive
Officer705.254.8303dave@grgibson.comwww.mainstreamminerals.comChampagne
Resources Ltd.Mr. Chris HopkinsPresident and
CEO416.786.9793chopkins@champagneresources.comwww.champagneresources.com
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