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MJO

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Share Name Share Symbol Market Type
TSXV:MJO TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Mainstream to Acquire Champagne Resources

13/03/2014 12:51pm

Marketwired Canada


Mainstream Minerals Corporation (TSX VENTURE:MJO) ("Mainstream" or the
"Company") and Champagne Resources Limited ("Champagne") are pleased to announce
that on March 12, 2014, Mainstream, Champagne and a wholly-owned subsidiary of
Mainstream ("Subco") entered into an amalgamation agreement (the "Amalgamation
Agreement") whereby Mainstream will acquire all of the issued and outstanding
shares of Champagne, an arm's length party (the "Transaction").


Pursuant to the Amalgamation Agreement, Mainstream, Subco and Champagne have
agreed to complete the Transaction pursuant to which, among other things, Subco
and Champagne will amalgamate pursuant to the provisions of the Business
Corporations Act (Ontario) to form a wholly-owned subsidiary of Mainstream
("Amalco"), and each Champagne shareholder (other than a Champagne shareholder
who exercises dissent rights) will be entitled to receive two (2) common share
of Mainstream (each, a "Mainstream Share") for every one (1) common share of
Champagne (a "Champagne Share") held by such Champagne shareholder. As a result,
53,777,454 Mainstream Shares will be issued to former Champagne shareholders, on
a non-diluted basis, to acquire a 100% interest in Champagne. 


Upon completion of the Transaction, each holder of the outstanding 13,802,014
common share purchase warrants (the "Champagne Warrants") of Champagne will
receive two (2) replacement common share purchase warrants of Mainstream, having
the same terms as the Champagne Warrants, as applicable, but shall be
exercisable at a price equal to half the exercise price of the Champagne Warrant
being exchanged. 


In connection with the Transaction, Chris Hopkins will be appointed Chief
Executive Officer and a director of Mainstream. Mr. Hopkins has over 25 years of
experience in financial management, mergers & acquisitions, strategic planning,
investor relations, corporate governance and financial & management reporting
primarily in the mining sector. Champagne's existing geological team will also
continue as part of the newly merged company.


Champagne's principal property is the Goodfish Kirana Property, located 5 km
north of Kirkland Lake, Ontario, which is comprised of contiguous mining claims
covering approximately 3,330 hectares. Further details including a recent
technical report can be found on Champagne's website at
www.champagneresources.com.


Completion of the Transaction will be subject to certain standard conditions
including, without limitation: (a) Mainstream completing a $500,000 financing
prior to closing; (b) all outstanding stock options of Champagne being
terminated prior to closing; (c) receipt of all necessary consents, waivers,
permits, exemptions, orders and approvals, including the approval of the TSX
Venture Exchange (the "TSXV") for the issuance of the Mainstream Shares pursuant
to the Transaction; and (d) receipt of shareholder approval by Champagne
shareholders to the Transaction. The Transaction will not be subject to the
approval of the shareholders of Mainstream.


Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts responsibility for the adequacy or accuracy
of this release and has in no way passed upon the merits of the Transaction and
has neither approved nor disapproved of the contents of this press release. 


Not for distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may constitute a
violation of U.S. Securities laws. 


Completion of the Transaction is subject to a number of conditions including but
not limited to TSXV acceptance and if applicable pursuant to the TSXV
requirements, receipt of approval by Champagne shareholders to the Transaction.
Where applicable, the Transaction cannot close until the required shareholder
approval is 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 management information
circular or filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon.


Cautionary Statements Regarding Forward Looking Information 

This press release contains "forward-looking information" within the meaning of
Canadian securities legislation. All information contained herein that is not
clearly historical in nature may constitute forward-looking information.
Generally, such forward-looking information can be identified by the use of
forward-looking terminology 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 state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity,
performance or achievements of Mainstream or Champagne to be materially
different from those expressed or implied by such forward-looking information,
including but not limited to: (i) the possibility that the Transaction would not
be completed; (ii) volatile stock price; (iii) the general global markets and
economic conditions; (iv) the possibility of write-downs and impairments; (v)
the risk associated with exploration, development and operations of mineral
deposits; (vi) the risk associated with establishing title to mineral properties
and assets; (vii) the risks associated with entering into joint ventures; (viii)
fluctuations in commodity prices; (ix) the risks associated with uninsurable
risks arising during the course of exploration, development and production; (x)
competition faced by the resulting issuer in securing experienced personnel and
financing; (xi) access to adequate infrastructure to support mining, processing,
development and exploration activities; (xii) the risks associated with changes
in the mining regulatory regime governing the resulting issuer; (xiii) the risks
associated with the various environmental regulations the resulting issuer is
subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks
related to potential conflicts of interest; (xvi) the reliance on key personnel;
(xvii) liquidity risks; (xviii) the risk of potential dilution through the issue
of resulting issuer common shares; (xix) the resulting issuer does not
anticipate declaring dividends in the near term; (xx) the risk of litigation;
and (xxi) risk management. 


Forward-looking information is based on assumptions management believes to be
reasonable at the time such statements are made, including but not limited to,
completion of the Transaction, continued exploration activities, no material
adverse change in metal prices, exploration and development plans proceeding in
accordance with plans and such plans achieving their stated expected outcomes,
receipt of required regulatory approvals, and such other assumptions and factors
as set out herein. Although Mainstream and Champagne have attempted to identify
important factors that could cause actual results to differ materially from
those contained in the forward-looking information, there may be other factors
that cause results not to be as anticipated, estimated or intended. There can be
no assurance that such forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those anticipated
in such forward-looking information. Such forward-looking information has been
provided for the purpose of assisting investors in understanding Mainstream and
Champagne's business, operations and exploration plans and may not be
appropriate for other purposes. Accordingly, readers should not place undue
reliance on forward-looking information. Forward-looking information is made as
of the date of this press release, and Mainstream and Champagne do not undertake
to update such forward-looking information except in accordance with applicable
securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Mainstream Minerals Corporation
David Reid
President & Chief Executive Officer
705.254.8303
dave@grgibson.com
www.mainstreamminerals.com


Champagne Resources Ltd.
Mr. Chris Hopkins
President and CEO
416.786.9793
chopkins@champagneresources.com
www.champagneresources.com

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