Cronus Resources Ltd. Shareholders Approve Proposed Reverse Take-Over
March 22 2010 - 10:30PM
Marketwired
Cronus Resources Ltd. ("Cronus") (TSX VENTURE: CZR) is pleased to
announce that at the special meeting (the "Meeting") of
shareholders held earlier today Cronus shareholders overwhelmingly
approved each of the items of business being considered including
the continuance of Cronus under the laws of Bermuda and the
amalgamation of Cronus and Continental Gold Limited
("Continental"). In addition, earlier today the shareholders of
Continental also overwhelmingly approved the proposed amalgamation
as well as certain other ancillary matters. The transaction remains
subject to final regulatory approval and is expected to be
completed on or about March 31.
Pursuant to the proposed transaction shareholders of Cronus will
receive common shares in the capital of the amalgamated entity (the
"Resulting Issuer") in exchange for their shares of Cronus. In
connection with the amalgamation and as disclosed in the
information circular (the "Circular") provided to shareholders in
respect of the Meeting, Continental completed a financing on
January 28, 2010 pursuant to which it issued 19,166,667
subscription receipts at a price of $1.50 per subscription receipt
for gross proceeds of $28,750,000. Each subscription receipt
entitles the holder thereof to receive, without payment of addition
consideration, one unit of the Resulting Issuer consisting of one
common share in the capital of the Resulting Issuer and one-half of
one common share purchase warrant of the Resulting Issuer (each
whole warrant is exercisable into one common share of the Resulting
Issuer at an exercise price of $2.25 for a period of one year from
the date of the amalgamation). These subscription receipts will be
automatically converted into units of the Resulting Issuer on
completion of the amalgamation.
After giving effect to the amalgamation, the conversion of the
subscription receipts and certain ancillary matters, shareholders
of Cronus will hold a total of 6,499,998 common shares of the
Resulting Issuer, shareholders of Continental will hold a total of
43,499,945 common shares of the of Resulting Issuer, holders of
Continental convertible debentures (when such debentures are
converted into equity on completion of the amalgamation) will hold
a total of 2,000,000 common shares of the Resulting Issuer and
holders of Subscription Receipts will hold a total of 19,166,667
common shares of the Resulting Issuer (representing approximately,
9.1%, 61.1%, 2.8% and 27%, respectively of the 71,166,610 common
shares of the Resulting Issuer which will be issued and outstanding
on completion of the amalgamation on an undiluted basis).
Continental is a privately held, Bermuda-based, gold exploration
company formed in May 2007 that has nine 100% owned gold
exploration projects on over 100,000 hectares of exploration
concessions in some of the most prospective gold districts in
Colombia, South America.
Continental's flagship project is Buritica in the Antioquia
Department, a 2.5 hour drive from Medellin. Infrastructure is
excellent with paved roads, water and power readily available.
Exploration began on Buritica in late 2007 and since that time
Continental has completed surface and underground mapping and
sampling; geophysical studies (magnetics and IP) and 17,600 metres
of diamond drilling resulting in several important high grade
discoveries including the San Antonio Vein and the Veta Sur bulk
tonnage vein swarm.
The Buritica district is underlain by an allochthonous sequence
of flysche type sediments, which are cut by tonalitic intrusions
and overlain by a mafic volcanic complex. The Tertiary age Buritica
sequence of high level intermediate composition intrusions is
affected by propylitic through potassic alteration. A late-stage
diatreme breccia cuts the higher temperature phases and is
characterized by sericitization and intermediate argillic
alteration. Gold mineralization is present in several geological
settings including replacements at intrusive contacts,
disseminations in the breccia pipe bodies and in a series of
bonanza grade veins. It is characterized by pyrite-sphalerite with
lesser galena and is associated with late, sericitic
alteration.
Other properties within the Continental portfolio include an
active joint-venture with AngloGold Ashanti Limited on the Dojura
property and a group of concessions named Santander, totaling
approximately 5,000 hectares, located in the immediate vicinity of
Ventana Gold Corp's La Bodega project and Greystar Resources Ltd's
Angostura project.
Continental's technical team collectively has over 40 years of
Colombia-specific exploration and mine development experience.
For full details regarding the proposed transaction and the
Resulting Issuer please review the Circular which is available on
www.sedar.com.
Completion of the transaction is subject to a number of
conditions, including regulatory approval. The transaction cannot
close until these approvals are 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 Circular,
any information released or received with respect to the reverse
take-over may not be accurate or complete and should not be relied
upon. Trading in the securities of Cronus should be considered
highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Continental's Vice President of Exploration, Stuart Moller,
P.Geo., is a "qualified person" under National Instrument 43-101
and has reviewed the technical information contained in this press
release.
About Cronus:
Cronus Resources Ltd. is a publicly traded exploration company
guided by an experienced management team with proven track records
of financial, business and technical success. With a focus on the
acquisition, exploration and development of mineral projects in
Latin America, the Company has consolidated a large land package
surrounding the historical high-grade San Juan Mine in Baja,
Mexico.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Except for statements of historical fact relating to Cronus,
certain information contained herein constitutes "forward-looking
information" within the meaning of the Securities Act (Ontario) or
"forward-looking statements" within the meaning of the United
States Private Litigation Reform Act of 1995. Forward-looking
statements are frequently characterized by words such as "target",
"plan", "expect", "project", "intend", believe", "anticipate" and
other similar words, or statements that certain events or
conditions "may" or "will" occur. Forward-looking statements are
based on the opinions and estimates of management at the date the
statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. The factors include the inherent risks
involved in the exploration and development of mineral properties,
potential for project cost overruns or unanticipated costs and
expenses, uncertainties relating to the availability and costs of
financing needed in the future, the uncertainties inherent to
conducting business in foreign jurisdictions, the availability of
supplies, unexpected adverse climate conditions, the reliance on
only a few key members of management, and other factors. Cronus
undertakes no obligation to update forward looking statements if
circumstances or management's estimates or opinions should change.
The reader is cautioned not to place undue reliance on
forward-looking statements.
The TSX Venture Exchange does not accept responsibility for the
adequacy and accuracy of this release.
Contacts: Cronus Resources Ltd. Elina Chow Public Relations
Manager (416) 643-7655 info@cronusresources.com
www.cronusresources.com
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