Hawthorne Gold and Cusac Gold Close Merger
April 15 2008 - 8:58PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: HGC)(WKN: A0M55U) and
Cusac Gold Mines Ltd. ("Cusac") (TSX: CQC)(OTCBB: CUSIF)(FRANKFURT:
DCB) announce the closing of the statutory plan of arrangement (the
"Arrangement") pursuant to which, among other things, Hawthorne
acquired all of the outstanding common shares (the "Shareholders")
and debentures (the "Debentureholders") of Cusac as more
particularly described in the Cusac Information Circular dated
February 13, 2008, available on www.sedar.com. Cusac is now a
wholly owned subsidiary of Hawthorne and Hawthorne expects Cusac to
be delisted from the TSX following the end of the April 16, 2008
trading session.
"We believe the merger provides a platform for near term gold
production opportunities from the restart of the Table Mountain
Mine and the upside potential of Hawthorne's combined portfolio of
British Columbia gold exploration and development properties," said
Richard Barclay, President and CEO of Hawthorne. "The Table
Mountain gold mineralization is hosted in a greenstone quartz
carbonate gold system that is typical of some of Canada's largest
gold camps, including Timmins, Kirkland Lake and Val d'Or.
"The merger of Cusac and Hawthorne creates a strong, British
Columbia based gold explorer and near term producer with a lot of
promise," said Cusac CEO David H. Brett. "This successful business
combination will help create the critical mass needed to drive
shareholder value in this dynamic gold market."
Under the terms of the Arrangement, Shareholders of Cusac
received one (1) common share of Hawthorne in exchange for each
nineteen (19) Cusac common shares. In addition, for each two (2)
dollars of principal and interest owed to each Cusac
Debentureholder, Hawthorne issued one (1) Hawthorne common share.
Hawthorne will be issuing approximately 6.15 million common shares
to Cusac Shareholders and Debentureholders and will have
approximately 22.5 million common shares issued and outstanding.
Cusac stock options and warrants were also assumed by Hawthorne,
using the effective nineteen (19) to one (1) ratio.
Hawthorne also welcomes the appointment of Cusac director Dale
A. Sketchley to the Company's board of directors. Mr. Sketchley
graduated with a B.Sc. Honours in Geology-Geophysics in 1975,
followed by a M.Sc. in Economic Geology in 1986, both from the
University of British Columbia. From 1973 to 1988, he conducted
regional, property and mine site exploration programs in western
Canada for Union Minie, Chevron, Denison, Erickson Gold, Cooke
Geological, Minequest, and MPH. While at Erickson Gold, he gathered
data for completion of his M.Sc. thesis research on carbonate
alteration at the Table Mountain property, now owned by Hawthorne.
Having joined Placer Dome in 1989, Mr. Sketchley dedicated nine
years to geological evaluation of open pit and underground
feasibility and mine site development studies in British Columbia
and Ontario. From 1998 until 2002, he consulted for various mining
companies, including Cusac, specializing in quality assurance and
quality control ("QAQC"). Mr. Sketchley's work has encompassed all
phases of exploration, including sampling and assaying QAQC,
geological modelling and resource evaluation. Since 2002, he has
been responsible for sampling and assaying QAQC at Ivanhoe Mines
Mongolia's Oyu Tolgoi deposit.
Registered Shareholders of Cusac will be required to deposit
their respective Cusac common share certificates along with a
validly completed letter of transmittal (the "Letter of
Transmittal") in order to receive their Hawthorne common shares.
Similarly, Cusac Debentureholders will be required to deposit their
respective Letters of Transmittal in order to receive their
Hawthorne common shares. Cusac mailed the Letters of Transmittal to
the Cusac Shareholders and the Cusac Debentureholders on April 11,
2008 and April 10, 2008, respectively. Further details on the
process of exchanging Cusac common shares and Cusac debentures for
Hawthorne common shares are set forth in the Cusac Information
Circular.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and
development company with key properties located in British
Columbia, Canada. Hawthorne is led by well-respected mining leaders
Richard Barclay and Michael Beley together with mining veteran
Michael Redfearn. Hawthorne's goal is to become a junior gold
producer through planned production at the wholly-owned Table
Mountain Mine in 2009 and continued resource development at the
optioned Frasergold and Taurus deposits.
HAWTHORNE GOLD CORP.
Richard J. Barclay, President & CEO
CUSAC GOLD MINES LTD.
David Brett, President & CEO
Certain information regarding the companies including
management's assessment of future plans and operations, may
constitute forward-looking statements under applicable securities
laws and necessarily involve risks associated with mining
exploration and development, volatility of prices, currency
fluctuations, imprecision of resource estimates, environmental and
permitting risks, access to labour and services, competition from
other companies and ability to access sufficient capital. As a
consequence, actual results may differ materially from those
anticipated in the forward-looking statements.
The TSX and TSX Venture Exchange do not accept responsibility
for the adequacy or accuracy of this release.
Contacts: Hawthorne Gold Corp. Robert Ferguson (604) 629-1505 or
Toll Free: 1-888-629-1505 Hawthorne Gold Corp. Todd Hanas Toll
Free: 1-866-869-8072 Website: www.hawthornegold.com
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