Fjordland Completes Plan of Arrangement
November 29 2011 - 3:32PM
Marketwired Canada
Fjordland Exploration Inc. (TSX VENTURE:FEX) ("Fjordland") is pleased to
announce that it has completed its previously announced plan of arrangement with
Consolidated Woodjam Copper Corp. ("CWC").
Shareholder and final court approval for the plan of arrangement were obtained
on September 30, 2011 and October 7, 2011, respectively and the effective date
of the plan of arrangement was November 25, 2011. Refer to the Fjordland
Information Circular dated September 1, 2011, for additional information
concerning the plan of arrangement.
The purpose of the spin-out transaction is to preserve the interests of the
shareholders of Fjordland and the shareholders of Cariboo Rose Resources Ltd.
("Cariboo Rose") in the Woodjam properties by transferring them to CWC, a
stand-alone corporate entity focused on the exploration and development of the
properties. Pursuant to statutory plans of arrangement between Fjordland and CWC
and between Cariboo Rose and CWC, the interests of Fjordland and Cariboo Rose
are to be transferred to CWC, which then will hold a 100% interest in the
Woodjam project. The Woodjam project is subject to an earn-in option by Gold
Fields. This transaction will also facilitate the advancement and recognition of
the other mineral exploration projects held by Fjordland and projects held by
Cariboo Rose.
Pursuant to the plan of arrangement, a total of 29,999,998 common shares in the
capital of CWC have been issued, on a pro-rata basis, to the Fjordland
shareholders and a total of 19,999,986 common shares in the capital of CWC have
been issued, on a pro-rata basis, to the shareholders of Cariboo Rose, for total
of 49,999,984 shares issued and outstanding in CWC. Consolidated Woodjam Copper
Corp. is expected to be listed on the TSX Venture Exchange on November 30, 2011
with the symbol WCC.
About Fjordland Exploration Inc.
Fjordland Exploration is a mineral exploration company focused on the discovery
of gold, copper and molybdenum deposits in British Columbia. Fjordland currently
has a portfolio with 38 properties. It has a 51% interest in 7 properties known
as "Tak" totaling 55,654 ha in the Woodjam area of central BC. Fjordland has a
51% interest in two properties known as "Milligan" totaling 2,192 ha, adjoining
Thompson Creek Metals Company Inc.'s Mt. Milligan copper-gold deposits on the
west. Capstone Mining Corp. owns a 49% interest in the combined Tak-Milligan
Project. Fjordland and Serengeti Resources Inc. are 37%/63% partners exploring
13 properties (QUEST Project) totaling 50,170 ha in the Quesnel Terrane north of
Woodjam for precious and base metals. Six of the QUEST properties (totaling
27,690 ha) have been optioned to Xstrata Copper; the QUEST JV owns 100% of the
remaining 7 properties totaling 22,480 ha. Fjordland has a 100% interest in 8
properties totaling 60,047 ha in the Iron Range area and has an option agreement
on 7 properties totaling 21,222 ha with Kootenay Gold Inc. in southeastern BC.
Fjordland has an option to acquire a 100% interest in the Dillard copper and
gold property, north of Princeton. Fjordland's shares trade on the TSX Venture
Exchange under the symbol "FEX". For more information visit Fjordland's website
at www.fjordlandex.com.
On behalf of the Board of Directors
Tom Schroeter, President & CEO
Forward Looking Statements: This news release includes certain statements that
may be deemed "forward-looking statements". All statements in this release,
other than statements of historical facts, including, without limitation,
statements regarding potential mineralization, the estimation of mineral
resources, the realization of mineral resource estimates, interpretation of
prior exploration and potential exploration results, the timing and success of
exploration activities generally, the timing and results of future resource
estimates, permitting time lines, metal prices and currency exchange rates,
availability of capital, government regulation of exploration operations,
environmental risks, reclamation, title, and future plans and objectives of the
companies are forward-looking statements that involve various risks and
uncertainties. . Although Fjordland and Cariboo Rose believe the expectations
expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual
results or developments may differ materially from those in the forward-looking
statements. Forward-looking statements are based on a number of material factors
and assumptions. Factors that could cause actual results to differ materially
from those in forward-looking statements include unsuccessful exploration
results, changes in project parameters as plans continue to be refined, results
of future resource estimates, future metal prices, availability of capital and
financing on acceptable terms, general economic, market or business conditions,
risks associated with operating in foreign jurisdictions, uninsured risks,
regulatory changes, defects in title, availability of personnel, materials and
equipment on a timely basis, accidents or equipment breakdowns, delays in
receiving government approvals, unanticipated environmental impacts on
operations and costs to remedy same, and other exploration or other risks
detailed herein and from time to time in the filings made by the companies with
securities regulators. Readers are cautioned that mineral resources that are not
mineral reserves do not have demonstrated economic viability. Mineral
exploration and development of mines is an inherently risky business.
Accordingly the actual events may differ materially from those projected in the
forward-looking statements. For more information on Fjordland and Cariboo Rose
and the risks and challenges of their businesses, investors should review their
annual filings that are available at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation to buy
any of the securities in the United States. The securities have not been and
will not be registered under the United States Securities Act of 1933, as
amended ("the U.S. Securities Act") or any state securities law and may not be
offered or sold in the United States or to U.S. Persons unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption
from such registration is available.
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