MWM
14 years ago
Black Birch Capital Provides Update on Proposed Qualifying Transaction
TORONTO, ONTARIO--(Marketwire - April 25, 2011) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Black Birch Capital Acquisition I Corp. ("Black Birch") (TSX VENTURE:BBC.P), a capital pool company, is pleased to announce that, further to its press releases issued March 4, 2011 and March 22, 2011 regarding its qualifying transaction ("Qualifying Transaction"), that it has now signed an Amalgamation Agreement and Share Exchange Agreement with Oremex Resources Inc., (TSX VENTURE:ORM) and 7678576 Canada Inc. ("Oremex Gold").
All terms and conditions outlined in the March 4, 2011 press release remain substantially unchanged with the exception of the non-brokered private placement (the "Offering"). The Offering has been amended from a share offering to a unit offering. Each unit is being offered at a price of $0.25 per unit and will consist of one common share and a half-common share purchase warrant. Each full warrant will entitle the holder to subscribe for one additional common share for a period of 36 months following closing of the qualifying transaction at an exercise price of $0.35 per common share.
Completion of the Offering will be subject to certain conditions precedent including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
In addition, Northern Securities Inc. ("Northern") has agreed to act as sponsor pursuant to TSXV Policy 2.2 (the "Sponsor") in connection with Black Birch's Qualifying Transaction. In connection with its services as Sponsor, Northern will, among other things and subject to the completion of satisfactory due diligence, prepare and file a sponsorship report with the TSXV in accordance with TSXV policies. An agreement to act as Sponsor should not be construed as an assurance with respect to the merits or the likelihood of the completion of Qualifying Transaction.
Conditions to Completion of the Proposed Transaction:
The Closing is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to satisfactory completion of the Equity Financing, acceptance by the Exchange of the Proposed Transaction and other applicable shareholder and regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The 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.
Black Birch and Oremex plan on issuing additional press releases and updates as other milestones are achieved. The shares of Black Birch will remain halted until the completion of the Qualifying Transaction or until otherwise determined by the Exchange and its Regulation Service Provider.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
MWM
14 years ago
Oremex Provides Update on the Spin-Out of Its Gold Assets
Apr 25, 2011 7:30:00 AM
TORONTO, ONTARIO--(Marketwire - April 25, 2011) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Oremex Resources Inc. (TSX VENTURE:ORM)(OTCQX:ORXRF)(FRANKFURT:OSI) ("Oremex Resources") and 7678576 Canada Inc. ("Oremex Gold"), a subsidiary of Oremex Resources, are pleased to announce that they have signed the definitive Amalgamation Agreement and Share Exchange Agreement in relation to the proposed spin-out of Oremex Resources' gold assets in Mexico with Black Birch Capital Acquisition I Corp ("Black Birch"), a capital pool company ("Proposed Transaction"). Please see Press Release issued by Oremex Resources dated March 1, 2011.
All terms and conditions as outlined in the March 1, 2011 press release remain substantially unchanged with the exception of the non-brokered private placement (the "Offering"). The Offering has been amended from a share offering to a unit offering. Each unit priced at $0.25 will consist of one common share and a half-common share purchase warrant. Each full common share purchase warrant will entitle the holder to subscribe for one additional common share for a period of 36 months following closing of the qualifying transaction by paying an additional $0.35.
Completion of the Offering and the Proposed Transaction will be subject to receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.
About Oremex Gold:
Oremex Gold is a wholly owned subsidiary of Oremex Resources. Oremex Gold holds certain assets comprising the gold properties of Oremex Resources which includes the San Lucas, Santa Catarina, Maco and Navidad properties located in Mexico, all of which are considered by Oremex to be promising, early-stage mineral properties. At this stage, preliminary exploration and development work has been conducted on these properties, however there can be no assurances that any significant mineralization will be discovered on any of these properties.
San Lucas is expected to be the material property of the resulting issuer of the Proposed Transaction, and is the subject of a technical report filed on National Instrument Form 43-101F1. The San Lucas property is located 86 kilometres north of the city of Durango and accessed via paved highway, consists of 7 (seven) mineral concessions covering approximately 1,235 hectares. San Lucas consists of a series of northeast trending gold and silver mineralized shear zones in volcanic and sedimentary rocks. Oremex has designed a drilling program based on field sampling and mapping. Field work has been focused to define drill targets to test the gold mineralization present in a silicified dacite dike, which outcrops extensively on the concessions. A total of 220 samples have been collected along the silicified dacite dike, which also has cross cutting mineralized dikes, significantly adding to tonnage potential. The dike has three more intensely mineralized segments; the 330m long North zone reports silver grades to 1,856 g/t and gold grades to 1.06 g/t, the 800m long Central Zone reports gold grades to 1.68 g/t and the 180m long South Zone reports gold grades to 0.82 g/t. The mapped strike length of the silicified dacite dike is 2.0 km. Oremex secured access rights to the San Lucas property for a period of 30 years, renewable at the company's option for another 30 years. The work reported was completed under the supervision of Michael R. Smith, President, CEO and Director of Oremex Resources Inc., a Registered Geologist and a Qualified Person as defined in National Instrument 43-101.
Prince Mishkin
14 years ago
Oremex Receives Encouraging Sampling Results at Chalchihuites Silver Project
01/18/2011
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TORONTO, ONTARIO -- (MARKET WIRE) -- 01/18/11 -- Oremex Resources Inc. (TSX VENTURE: ORM)(OTCQX: ORXRF)(FRANKFURT: OSI) has received encouraging preliminary sampling results from an ongoing surface exploration program at its 100%-owned 48 ha Chalchihuites property in Zacatecas, Mexico that demonstrates silver-gold-lead-zinc mineralization is hosted in a variety of settings by carbonate rocks peripheral to a granodiorite intrusive body. The current exploration program of detailed geological mapping and rock sampling should be completed during Q1 2011. The program is focused on identifying drill targets at Chalchihuites in order to evaluate the potential of advancing the asset and developing a resource as quickly as possible. Additional results from the sampling program are expected to be received shortly.
Geological mapping to date on Chalchihuites by Oremex's technical team has identified skarn and carbonate-hosted silver-lead-zinc mineralization associated with a 300m by 200m granodiorite stock. The mineralization occurs mostly as carbonate replacement within 400m of the stock and is fracture, breccia and bedding controlled. To date a total of 38 surface rock samples have been collected from multiple limestone-hosted mineralized zones. Highlights from the 38 samples for which analytical results have been received to date include silver grades up to 200 g/t and lead and zinc grades of greater than 1% (overlimit assays are pending). High-grade mineralization has also been discovered within the granodioritic intrusive where a 2m chip sample of a mineralized structure contained 1,500 g/t silver, 0.99 g/t gold and 1.6% lead.
The Chalchihuites project is located 4km along strike from First Majestic Silver's Del Toro Project. Oremex's exploration to date confirms silver, lead and zinc mineralization similar in style to that described in First Majestic's Technical Report for the Del Toro Silver Mine, Zacatecas State, Mexico (October 9, 2008), by Pincock Allen & Holt. First Majestic has reported measured + indicated resources of approximately 20,943,000 of silver equivalent ounces and inferred resources of 35,970,000 ounces of silver equivalent, with approximate silver grades of 290 g/t and lead and zinc grades in the 5% range.
"We look forward to receiving the complete results from this sampling program to determine how we will move ahead with the Chalchihuites property" stated Michael R. Smith, President and CEO Oremex. "Chalchihuites appears to have the potential to be a valuable component of Oremex's silver project portfolio and is one that we are keen to advance further exploration activity on in the current year. 2011 will see a great deal of activity for the company as we continue to focus on advancing our portfolio of projects and building Oremex into a premier silver-focused precious metals company".
The Chalchihuites property is situated in the municipality of Chalchihuites in the State of Zacatecas, about 100 kilometres southeast of the city of Durango. The property is accessible year round by paved highway from Durango to the town of Chalchihuites and power is available at the site. The State of Zacatecas is a prolific silver mining area with over 1.5 billion ounces of silver produced to date.
The results reported herein were carried out by SGS Labs in Durango City, Durango, Mexico an internationally-recognized analytical service provider. The work reported was completed under the supervision of Michael R. Smith, President, CEO and Director of Oremex Resources Inc., a Registered Geologist and a Qualified Person as defined in National Instrument 43-101.
About Oremex:
Oremex is a Canadian-based exploration company with a focus on the acquisition and development of mineral properties in Mexico. The Company's Tejamen project has an inferred mineral resource of 50.8 million ounces of silver in a total of 22.6 million tonnes grading a silver-equivalent of 69.8 grams per tonne (Wardrop Engineering Report NI 43-101 compliant April 2006). Snowden Mining Industry Consultants completed a Preliminary Assessment Study (NI 43-101 compliant October 2006) demonstrating that the project can support a 10,000 tonne per day open pit, heap leach mining operation.
National Instrument 43-101 requires the following statement: that the preliminary assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.
Forward-Looking Statements: The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues and mineral recovery processes. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
Neither 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:
Oremex Resources Inc.
Michael Smith
President and CEO
416.309.4320
info@oremex.com
Source: Oremex Resources Inc.
Prince Mishkin
14 years ago
Oremex Reports Additional Sampling Results at Chalchihuites Silver Project
03/21/2011
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TORONTO, ONTARIO -- (MARKET WIRE) -- 03/21/11 -- Oremex Resources Inc. (TSX VENTURE: ORM)(OTCQX: ORXRF)(FRANKFURT: OSI) has received additional positive sampling results from the surface and underground exploration program at its 100%-owned Chalchihuites property in Zacatecas, Mexico. Highlights of the sampling program include grades up to 3,540 g/t silver, to 3.40 g/t gold, to 13.2% lead and to 5.4% zinc. The current sampling program is focused on identifying drill targets at Chalchihuites in order to evaluate the potential of advancing the asset and developing a resource as quickly as possible. With these positive results the company expects to be able to identify a number of prospective drill targets and looks to initiate a drill program on the property in 2011.
"We are extremely encouraged by this second set of sampling results from our Chalchihuites property" said Michael R. Smith, President and CEO of Oremex. "These strong results from our ongoing sampling program exceeded our expectations, extend the silver-gold-lead-zinc mineralization on the property and will be used to determine the locations for a drill program which we expect to commence in 2011. The unexpectedly high gold grades and intrusive-hosted gold mineralization is an exciting expansion to the project potential. Chalchihuites is quickly becoming an increasingly valuable asset in Oremex's silver portfolio which also includes Tejamen, San Lucas and El Sol."
Surface and Underground Sampling:
In December, 2010 and January, 2011, surface and underground sampling resulted in 227 channel samples being collected; 79 of which were from old underground mine workings. Fifteen of the samples had silver grades between 500 and 3,540 g/t; 39 had silver grades between 100 and 500 g/t. Nineteen of the samples had gold grades between 1.00 and 3.40 g/t; 18 had gold grades between 0.50 and 1.00 g/t. Lead grades ranged from nil to 13.2%, zinc grades ranged from nil to 5.41% and copper grades ranged from nil to 0.476%. All of the samples were channels over lengths ranging from 0.25 to 3.9m, oriented perpendicular to the local trend of mineralization.
The mineralization identified to date is associated with shear zones hosted in a granodiorite stock and rhyolite dikes, and in limestone adjacent to the granodiorite stock. There are two parallel silver/gold/base metal mineralized shear zone, separated by approximately 100m; the shear zones have 300m and 75m of strike length. The gold grades encountered are surprisingly high and for the 227 samples average 0.28 g/t. The mineralization is associated with variable degrees of silicification and argillization.
Ongoing and Additional Work:
Several hundred meters of old mine workings are apparent and are being cleaned out to access areas for additional sampling and mapping. The continuing sampling/mapping program will identify drill targets. A geophysical program is being contemplated to aid in identifying drill targets.
Historical Data:
Geological mapping to date on Chalchihuites by Oremex's technical team has identified intrusive-hosted, skarn and carbonate-hosted silver-gold-lead-zinc mineralization associated with a 400m by 200m granodiorite stock. The mineralization is both intrusive and carbonate hosted. Mineralization occurs up to 400m southeast and to the northwest of the intrusive, in the carbonates. Many prospect pits with mineralization are found within the intrusive and in the carbonates.
The Chalchihuites project is located 4km along strike from First Majestic Silver's Del Toro Project. Oremex's exploration to date confirms silver, lead and zinc mineralization similar in style to that described in First Majestic's Technical Report for the Del Toro Silver Mine, Zacatecas State, Mexico (October 9, 2008), by Pincock Allen & Holt. First Majestic has reported measured + indicated resources of approximately 20,943,000 of silver equivalent ounces and inferred resources of 35,970,000 ounces of silver equivalent, with approximate silver grades of 290 g/t and lead and zinc grades in the 5% range. The gold mineralization discovered by Oremex appears to be atypical for the district and is considered to have exciting by-product potential.
The Chalchihuites property is situated in the municipality of Chalchihuites in the State of Zacatecas, about 100 kilometres southeast of the city of Durango. The property is accessible year round by paved highway from Durango to the town of Chalchihuites and power is available at the site. The State of Zacatecas is a prolific silver mining area with over 1.5 billion ounces of silver produced to date.
The results reported herein were carried out by SGS Labs in Durango City, Durango, Mexico an internationally-recognized analytical service provider. The work reported was completed under the supervision of Michael R. Smith, President, CEO and Director of Oremex Resources Inc., a Registered Geologist and a Qualified Person as defined in National Instrument 43-101.
About Oremex:
Oremex is a Canadian-based exploration company with a focus on the acquisition and development of mineral properties in Mexico. The Company's Tejamen project has an inferred mineral resource of 50.8 million ounces of silver in a total of 22.6 million tonnes grading a silver-equivalent of 69.8 grams per tonne (Wardrop Engineering Report NI 43-101 compliant April 2006). Snowden Mining Industry Consultants completed a Preliminary Assessment Study (NI 43-101 compliant October 2006) demonstrating that the project can support a 10,000 tonne per day open pit, heap leach mining operation.
National Instrument 43-101 requires the following statement: that the preliminary assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.
Forward-Looking Statements: The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues and mineral recovery processes. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
Neither 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:
Oremex Resources Inc.
Michael Smith
President and CEO
416.309.4320
info@oremex.com
Source: Oremex Resources Inc.
Prince Mishkin
14 years ago
Oremex Commits to Increased "Pure Silver" Focus
03/01/2011
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TORONTO, ONTARIO -- (MARKET WIRE) -- 03/01/11 -- Oremex Resources Inc. (TSX VENTURE: ORM)(OTCQX: ORXRF)(FRANKFURT: OSI) is pleased to announce its plan to unlock the value within its enterprise by spinning out and publicly listing its gold assets. The proposed spin-out will be accomplished through a transaction with a capital pool company (CPC) and the resulting issuer is expected to be renamed Oremex Gold Inc. Oremex Gold plans a concurrent $3 million equity financing via private placement.
Oremex Executive Chairman John Carlesso commented: "We believe this transaction underscores and highlights the unrecognized value inherent to the company's gold assets and accomplishes several objectives for the benefit of Oremex shareholders."
-- Oremex is primarily viewed for having unique and valuable silver assets
in historic, well-known mining regions of Mexico. This transaction
commits the company to an increase of its "pure silver" focus with
respect to its operations. The value under-pinning the shares of Oremex
Resources, the ownership of the 50 million oz Tejamen project and
several prospective silver exploration projects, remains unchanged.
-- The proposed spin out and public listing of Oremex Gold will help
crystallize the value of the gold projects in a more transparent manner
than remaining in a combined entity with the silver assets.
-- Funding for the exploration and development of the gold assets will be
non-dilutive to the structure and value of Oremex Resources and/or the
silver assets.
-- Oremex Gold intends to raise a minimum of $3 million in conjunction with
the spin-out.
-- Oremex Resources will retain significant indirect ownership in the gold
assets to be held by Oremex Gold and will undertake corporate,
securities, and tax advice to evaluate the possibility of distributing
the shares of Oremex Gold to the shareholders of Oremex Resources. There
can be no assurances that any such distribution of the Oremex Gold
shares will be completed, and, if completed, there may be significant
tax implications to the Oremex shareholders as a result.
Mr. Carlesso continued: "At the completion of this transaction, we intend to seek shareholder approval to rename Oremex Resources to Oremex Silver to better reflect its assets and its focus. The Oremex Gold mineral property assets will also realize the benefit of enhanced focus as well as a capital structure better suited to the development of the prospective gold assets. We believe these actions will leave both companies in stronger positions to maximize the value of their assets and be more attractive to capital markets participants".
Oremex CEO Michael R. Smith stated: "The company's gold assets, notably San Lucas and Santa Catarina, are very prospective and we look forward to highlighting their value through the ongoing exploration programs we have planned to begin in the very near term and expect to continue post-transaction. Additionally, we continually see interesting acquisition opportunities that we feel would be better suited to a gold-focused company so as not to dilute the silver emphasis that Oremex Resources enjoys." Please see Figure 1 for a location map identifying the silver and gold projects.
To view Figure 1, Property Locations Map, please visit the following link: http://media3.marketwire.com/docs/Figure1PropertyLocations.pdf.
Oremex and a wholly owned subsidiary of Oremex, 7678576 Canada Inc. ("Oremex Gold"), plan to spin out Oremex's wholly-owned gold assets. Oremex intends to sell the shares of Oremex Gold to Black Birch Capital Acquisition I Corp. ("Black Birch"), a capital pool company (as defined in Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange Inc. (the "Exchange"), pursuant to a letter of intent dated February 28, 2011 between the parties (the "LOI"). The transaction will constitute a proposed Qualifying Transaction for Black Birch (as defined in the CPC Policy) (the "Proposed Transaction").
Upon completion of the Proposed Transaction (the "Closing"), Oremex will receive 14,000,000 common shares in the capital of Black Birch (the "Black Birch Shares") at a deemed price per Black Birch share of $0.25 in exchange for Black Birch acquiring all of the issued and outstanding shares in the capital of Oremex Gold (the "Oremex Gold Shares"). In addition to the share consideration, Oremex will receive $250,000 in cash over a 24 month period and receive on closing of the Proposed Transaction a total of 2,000,000 warrants of Black Birch exercisable for a period of 24 months into 2,000,000 common shares at a price of $0.50 per share. Immediately after the closing: (i) Oremex Gold will be a direct wholly-owned subsidiary of the Resulting Issuer (the "Resulting Issuer" being Black Birch immediately after the closing), and (ii) Oremex will hold approximately 48% of the outstanding common shares of the Resulting Issuer on a non-diluted basis (assuming completion of the minimum Equity Financing (as defined below, and 38% fully diluted). Upon completion of the Proposed Transaction, it is expected that Black Birch will be renamed Oremex Gold Inc., subject to receipt of all applicable regulatory, shareholder and stock exchange approvals.
About Oremex Gold:
Oremex Gold is a wholly owned subsidiary of Oremex. Oremex Gold holds certain assets comprising the gold properties of Oremex Resources which includes the San Lucas, Santa Catarina, Maco and Navidad properties located in Mexico, all of which are considered by Oremex to be promising, early-stage mineral properties. At this stage, preliminary exploration and development work has been done on these properties however there can be no assurances that any significant mineralization will be discovered on any of these properties.
San Lucas is expected to be the material property of the Resulting Issuer, and will be the subject of a technical report filed on National Instrument Form 43-101F1. The San Lucas property is located 86 kilometres north of the city of Durango and accessed via paved highway, consists of 7 (seven) mineral concessions covering approximately 1,235 hectares. San Lucas consists of a series of northeast trending mineralized shear zones in volcanic and sedimentary rocks. In fiscal 2009 Oremex re-evaluated this property to examine the potential for a gold deposit. As part of that project, 39 chip samples were collected and analyzed. These samples returned gold values up to 0.77 g/t. In 2010 Oremex followed up these results in order to implement a first pass drilling program. Field work has been focused to define drill targets to test the gold mineralization present in a silicified dacite dike, which outcrops extensively on the concessions. A total of 220 samples have been collected along the silicified dacite dike, which also has cross cutting mineralized dikes, significantly adding to tonnage potential. The dike has three more intensely mineralized segments; the 330m long North zone reports silver grades to 1,856 g/t and gold grades to 1.06 g/t, the 800m long Central Zone reports gold grades to 1.68 g/t and the 180m long South Zone reports gold grades to 0.82 g/t. The mapped strike length of the silicified dacite dike has increased from 1.5km to 2.0 km. Also during the year Oremex secured access rights to the San Lucas property for a period of 30 years, renewable at the Company's option for another 30 years.
Terms of the Proposed Transaction:
As stated above, the LOI provides that Black Birch will acquire all of the outstanding securities of Oremex Gold in exchange for the issuance to Oremex of an aggregate of 14,000,000 Black Birch Shares (the "Share Consideration") at a deemed price per Black Birch Share of $0.25 plus staged payments totaling $250,000, consisting of two equal payments on the 12 and 24 month anniversaries of closing of the Proposed Transaction, and the issuance of 2,000,000 warrants convertible into 2,000,000 Black Birch Shares at an exercise price of $0.50 per share and expiring 24 months from closing of the Proposed Transaction.
Immediately after closing, Oremex Gold will be a direct wholly-owned subsidiary of the Resulting Issuer; and the Oremex Gold shareholders will collectively exercise control over the Resulting Issuer
It is expected that on closing, the Resulting Issuer will be a Tier 2 Mining Issuer pursuant to the policies of the Exchange, subject to the Resulting Issuer meeting the listing requirements of the Exchange. Paul Haber, the Chief Financial Officer of Oremex, is also the President & CEO and Chief Financial Officer as well as a director of Black Birch. Mr. Haber holds 500,000 shares or approximately 15% of the issued and outstanding voting securities of Black Birch.
There are currently 3,342,502 Black Birch Shares issued (of which, 1,000,002 are subject to escrow pursuant to the policies of the Exchange). Immediately after closing of the Proposed Transaction and after payment of the Share Consideration (but before giving effect to the Black Birch Shares exchanged for the securities issued pursuant to the Equity Financing discussed below ), there will be 17,342,502 issued common shares of the Resulting Issuer (the "Resulting Issuer Shares"). Oremex Gold shareholders will own approximately 81% of the Resulting Issuer Shares on a non-diluted basis, and the current holders of Black Birch Shares (the "Black Birch Shareholders") will collectively own approximately 19% of the Resulting Issuer Shares on a non-diluted basis (assuming the Equity Financing is not completed and Black Birch waives the condition that it be completed prior to closing of the Proposed Transaction).
After giving effect to the Equity Financing, Oremex will own between 38% and 48% of the Resulting Issuer Shares and Black Birch Shareholders will own between 9% and 11% of the Resulting Issuer Shares on a non-diluted basis depending if the minimum or maximum amount is raised.
Immediately after closing of the Proposed Transaction, it is expected that Oremex will be the only person that will beneficially own or control, directly or indirectly, Resulting Issuer Shares carrying more than 10% of the voting rights attached to all Resulting Issuer Shares.
Equity Financing:
As a condition to closing of the Proposed Transaction, Oremex Gold is required to complete an equity financing for not less than $3,000,000 at a price of $0.25 per share (the "Equity Financing"). Depending on the final structure of the Equity Financing, Black Birch may be required to retain a sponsor to issue a sponsorship report to the Exchange. Oremex will issue further updates on the Equity Financing as information becomes available.
Proposed Directors and Executive Management Team:
It is currently expected that following completion of the Proposed Transaction, the Resulting Issuer's board of directors will be comprised of five (5) members consisting of John Carlesso, Mike R. Smith, David Terry, Chris Marcus and Henry Tse, each of whom has agreed to serve as director if elected.
It is also expected that the executive officers of the Resulting Issuer will be: John Carlesso, Executive Chairman; Michael R. Smith, President and Chief Executive Officer; and Paul Haber, Chief Financial Officer
John Carlesso. Mr. Carlesso, Executive Chairman, (age 46) is President of a private merchant bank with extensive experience as a founder, director and executive with several junior resource companies throughout Latin America. Mr. Carlesso is also Executive Chairman of Oremex Resources Inc., and previously was Chairman of Explorator Resources Inc., and Chief Executive Officer of Apogee Minerals Ltd. Mr. Carlesso has a Bachelor of Arts, Economics degree from The University of Western Ontario.
Michael R. Smith. Mr. Smith, President and Chief Executive Officer (age 55) has a Bachelor's degree in Geology from Arizona State University and a Master's degree in Geology from the Mackay School of Mines (University of Nevada - Reno). Mr. Smith is currently the President and Chief Executive Officer of Oremex Resources Inc. Mr. Smith was previously the Chief Mine Geologist at Barrick Gold's Goldstrike mine, as well as President/CEO of Continental Gold Ltd.
Paul Haber. Mr. Haber (age 41) is currently the Managing Director of Haber and Co. Ltd. which provides corporate finance and capital market services to various companies. In this capacity, Mr. Haber provides Chief Financial Officer services to Oremex Resources Inc. as well as a number of other publicly listed companies. Mr. Haber is a Chartered Accountant and holds an undergraduate degree from the University of Toronto.
Chris Marcus. Mr. Marcus (age 28) is the Chief Executive Officer and founder of Fyre Marketing LLC, a marketing and investor relations firm specializing in establishing long-term strategic relationships with companies identified as having significant growth potential.
Henry Tse. Mr. Tse (age 48) is a Chartered Accountant who has chaired audit committees of several public companies. Mr. Tse has a MBA from McMaster University.
Conditions to Completion of the Proposed Transaction:
Closing of the Proposed Transaction is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to satisfactory completion of a definitive agreement as well as the Equity Financing, acceptance by the Exchange of the Proposed Transaction and other applicable shareholder and regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The 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.
Black Birch and Oremex Gold intend to issue further announcements as the definitive agreement is signed, due diligence is completed and other milestones are achieved. The Black Birch Shares will remain halted until the completion of the Proposed Transaction or until otherwise determined by the Exchange and its Regulation Service Provider.
Cautionary Note Regarding Forward-looking Statements
Certain statements contained in this news release may constitute forward-looking information, (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Oremex' public filings, Forward-looking inforamtion and anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other public filings of Oremex, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Oremex filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Oremex does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events.
Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Oremex Resources Inc.
John Carlesso
Executive Chairman
416.309.4320
info@oremex.com
Source: Oremex Resources Inc.
huggums
14 years ago
Possibly more good results to be delivered soon. Over 5 times normal volume and setting a good base at .36. The rest remains to be seen!
Oremex Receives Encouraging Sampling Results at Chalchihuites Silver Project
1/18/2011 12:37:44 PM - Market Wire
Up to 1500 g/t Silver Plus 0.99 g/t Gold and 1.6% Lead
TORONTO, ONTARIO, Jan 18, 2011 (MARKETWIRE via COMTEX News Network) --
Oremex Resources Inc. (TSX VENTURE: ORM)(OTCQX: ORXRF)(FRANKFURT: OSI) has received encouraging preliminary sampling results from an ongoing surface exploration program at its 100%-owned 48 ha Chalchihuites property in Zacatecas, Mexico that demonstrates silver-gold-lead-zinc mineralization is hosted in a variety of settings by carbonate rocks peripheral to a granodiorite intrusive body. The current exploration program of detailed geological mapping and rock sampling should be completed during Q1 2011. The program is focused on identifying drill targets at Chalchihuites in order to evaluate the potential of advancing the asset and developing a resource as quickly as possible. Additional results from the sampling program are expected to be received shortly.
Geological mapping to date on Chalchihuites by Oremex's technical team has identified skarn and carbonate-hosted silver-lead-zinc mineralization associated with a 300m by 200m granodiorite stock. The mineralization occurs mostly as carbonate replacement within 400m of the stock and is fracture, breccia and bedding controlled. To date a total of 38 surface rock samples have been collected from multiple limestone-hosted mineralized zones. Highlights from the 38 samples for which analytical results have been received to date include silver grades up to 200 g/t and lead and zinc grades of greater than 1% (overlimit assays are pending). High-grade mineralization has also been discovered within the granodioritic intrusive where a 2m chip sample of a mineralized structure contained 1,500 g/t silver, 0.99 g/t gold and 1.6% lead.
The Chalchihuites project is located 4km along strike from First Majestic Silver's Del Toro Project. Oremex's exploration to date confirms silver, lead and zinc mineralization similar in style to that described in First Majestic's Technical Report for the Del Toro Silver Mine, Zacatecas State, Mexico (October 9, 2008), by Pincock Allen & Holt. First Majestic has reported measured + indicated resources of approximately 20,943,000 of silver equivalent ounces and inferred resources of 35,970,000 ounces of silver equivalent, with approximate silver grades of 290 g/t and lead and zinc grades in the 5% range.
"We look forward to receiving the complete results from this sampling program to determine how we will move ahead with the Chalchihuites property" stated Michael R. Smith, President and CEO Oremex. "Chalchihuites appears to have the potential to be a valuable component of Oremex's silver project portfolio and is one that we are keen to advance further exploration activity on in the current year. 2011 will see a great deal of activity for the company as we continue to focus on advancing our portfolio of projects and building Oremex into a premier silver-focused precious metals company".
The Chalchihuites property is situated in the municipality of Chalchihuites in the State of Zacatecas, about 100 kilometres southeast of the city of Durango. The property is accessible year round by paved highway from Durango to the town of Chalchihuites and power is available at the site. The State of Zacatecas is a prolific silver mining area with over 1.5 billion ounces of silver produced to date.
The results reported herein were carried out by SGS Labs in Durango City, Durango, Mexico an internationally-recognized analytical service provider. The work reported was completed under the supervision of Michael R. Smith, President, CEO and Director of Oremex Resources Inc., a Registered Geologist and a Qualified Person as defined in National Instrument 43-101.
About Oremex:
Oremex is a Canadian-based exploration company with a focus on the acquisition and development of mineral properties in Mexico. The Company's Tejamen project has an inferred mineral resource of 50.8 million ounces of silver in a total of 22.6 million tonnes grading a silver-equivalent of 69.8 grams per tonne (Wardrop Engineering Report NI 43-101 compliant April 2006). Snowden Mining Industry Consultants completed a Preliminary Assessment Study (NI 43-101 compliant October 2006) demonstrating that the project can support a 10,000 tonne per day open pit, heap leach mining operation.
National Instrument 43-101 requires the following statement: that the preliminary assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.
Forward-Looking Statements: The above contains forward-looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward-looking statements. Factors that could cause such differences include: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Forward-looking statements in this release include statements regarding future exploration programs, operation plans, geological interpretations, mineral tenure issues and mineral recovery processes. Although we believe the expectations reflected in our forward-looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
Neither 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: Oremex Resources Inc. Michael Smith President and CEO 416.309.4320 info@oremex.com
SOURCE: Oremex Resources Inc.
mailto:info@oremex.com
Copyright 2011 Marketwire, Inc., All rights reserved.
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