/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S.
NEWSWIRES/
Trading Symbol: FTR-TSX: V
VANCOUVER,
May 7, 2013 /CNW/ - Firesteel
Resources Ltd. ("Firesteel" or the "Company")
(TSX-V: FTR) today announced that it has entered into a letter of
intent (the "LOI") dated May 6,
2013 for an arm's length party, Prosper Gold Corp.
(NEX: PGX.H) ("Prosper"), to acquire up to an 80% interest
in the Copper Creek property (the "Property") located in
northwestern British Columbia (the
"Proposed Transaction"). The LOI will be superseded by a
definitive agreement (the "Definitive Agreement") to be
entered into between Prosper and Firesteel. Prosper is a capital
pool company listed on the NEX Board of the TSX Venture Exchange
(the "Exchange") and the Proposed Transaction would
constitute Prosper's qualifying transaction (the "Qualifying
Transaction") under Policy 2.4 of the Exchange. Upon
successful completion of the Qualifying Transaction, Prosper will
be a Tier 2 mining issuer.
Firesteel and Prosper anticipate settling and
entering into the Definitive Agreement by June 15, 2013. The Proposed Transaction is
not subject to approval by Firesteel's shareholders. But is subject
to regulatory approval.
Upon completion of the Qualifying Transaction,
Prosper expects to be actively engaged in the exploration of the
Property.
Michael Hepworth,
President and CEO of Firesteel said, "Given the challenging market
conditions at present we are delighted to have found a partner with
as talented and experienced a management team, who have the skills
and track record to develop this highly prospective property for
the benefit of Firesteels shareholders."
Copper Creek
The Copper Creek property is a porphyry
copper-gold discovery located approximately 50 kilometers northwest
of Telegraph Creek, B.C. and
consists of 19 claims covering approximately 6,800 hectares and
contains five alkali, porphyry copper-gold targets in the
resource-rich Stikine Arch area of northwestern B.C. The property
is 100% owned by Firesteel. A technical report in accordance with
National Instrument 43-101 - Standards for Disclosure of Mineral
Projects ("NI-43-101") is being prepared with respect to
the Property.
Transaction Terms
Under the terms of the LOI, Prosper has an
option (the "Option") to earn up to an 80% interest in the
Property which may be exercised by:
- Making cash payments to Firesteel totalling $1,000,000 over 4 years;
- Issuing a total of 1,000,000 Prosper shares to Firesteel over a
period of 4 years; and
- Incurring exploration expenditures totalling $5,000,000 over 4 years.
Prosper will be appointed as the operator of the
Property and will have the exclusive and sole responsibility of
administering and carrying out the exploration programs on the
Property. Additionally, the parties have agreed that upon Prosper
exercising the Option to earn an 80% interest, the parties will
enter into a joint venture for the further exploration and
development of the Property.
The parties have agreed that during the period
from signing the LOI through to execution of the Definitive
Agreement, each of Prosper and Firesteel will not solicit or accept
alternative offers. Subject to satisfactory completion of due
diligence, the parties expect to execute the Definitive Agreement
by June 15, 2013.
Financing
As a condition precedent to the proposed
transaction, Prosper will complete a financing for proceeds
equivalent to at least $2,500,000, or
such greater amount to meet the listing requirements of the
Exchange at a price to be determined in the context of the market
by Prosper, acting reasonably. The net proceeds of the QT Financing
will be used to finance the costs of completing the Qualifying
Transaction and for general and administrative expenses and
unallocated working capital.
ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRESTEEL RESOURCES INC.
"Michael
Hepworth"
_______________
Michael Hepworth,
Interim President and CEO
The TSX Venture Exchange does not accept
responsibility for the adequacy or accuracy of this
release.
Advisory Regarding Forward Looking
Statements
This news release contains forward-looking
statements. Users of forward-looking statements are cautioned
that actual results may vary from forward-looking statements
contained herein. Forward-looking statements include, but are not
limited to: expectations, opinions, forecasts, projections and
other similar statements concerning anticipated future events,
conditions or results that are not historical facts. In certain
cases, forward-looking statements can be identified by the use of
words 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 statements that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". While the Company has
based these forward-looking statements on its expectations about
future events as at the date that such statements were prepared,
the statements are not a guarantee of the Company's future
performance. Firesteel's potential deposits and mineralization and
promising potential on its Poker and Copper Creek Properties and
its launch of the Projects as disclosed in this news release
(together, the "Significant Matters") and all outcomes are subject
to risks, uncertainties, assumptions and other factors which could
cause actual results, performance or achievements to differ
materially from future results, performance or achievements
expressed or implied by such forward-looking statements.
Although the Company believes that the expectations reflected for
the Significant Matters in such forward-looking statements are
reasonable, it cannot give any assurance that such expectations
will prove to be correct.
The Company's forward-looking statements are
expressly qualified in their entirety by this cautionary statement
and are made as of the date of this new release. Unless
otherwise required by applicable securities laws, the Company does
not intend nor does it undertake any obligation to update or review
any forward-looking statements for the Significant Matters to
reflect subsequent information, events, results or circumstances or
otherwise.
SOURCE Firesteel Resources Inc.