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BLR Blackhawk Resource Corp

0.05
0.00 (0.00%)
17 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Blackhawk Resource Corp TSXV:BLR 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% 0.05 0.05 0.06 0 01:00:00

Baltic Resources and PhosCan Chemical Finalize Arrangement Agreement; Shareholder Meetings Scheduled for March 4, 2008

01/02/2008 8:15pm

Marketwired Canada


Baltic Resources Inc. (TSX VENTURE:BLR) announced today that it has entered a
definitive Arrangement Agreement with PhosCan Chemical Corp. providing for a
Plan of Arrangement (the "Arrangement") to implement the merger originally
announced on October 29, 2007 and has obtained an interim order from the Court
of Queen's Bench of Alberta in respect of the Arrangement. Pursuant to the
Arrangement, Baltic and PhosCan will combine their interest in the Martison
Phosphate Project, in which they each currently hold an equal joint venture
interest.


Pursuant to the Arrangement, Baltic will also transfer to its newly formed
subsidiary, Canadian Orebodies Inc. ("Orebodies") all of Baltic's assets other
than Baltic's interest in the Martison Phosphate Project and 90% of the proceeds
of warrants and options exercised since October 29, 2007, and Orebodies will
assume all of Baltic's liabilities, other than certain advances made by PhosCan
on Baltic's behalf in respect of the Martison Phosphate Project. Baltic will
then amalgamate with PhosCan's wholly-owned subsidiary, 1366825 Alberta Ltd. The
TSXV has granted conditional approval of the listing of Orebodies shares on the
TSXV. Final approval of the listing is subject to the completion of the
Arrangement and all of the requirements of the TSXV.


Under the Arrangement, Baltic shareholders will receive in exchange for each
common share of Baltic 1.4 common shares of PhosCan and one common share of
Orebodies. Based on the currently outstanding shares, an aggregate of
approximately 51,843,259 common shares of PhosCan will be issued in exchange for
Baltic shares, such that former Baltic shareholders will hold approximately
37.2% of the then issued and outstanding common shares of PhosCan. Upon
completion of the Arrangement, three representatives of Baltic, being Donald
McKinnon, Chris Hodgson and Gordon McKinnon, will become directors of PhosCan.


Each of Baltic and PhosCan will hold shareholders' meetings on Tuesday, March 4,
2008 to consider the Arrangement and certain related matters. Completion of the
Arrangement is conditional upon, among other things, the approval of a majority
of votes cast by PhosCan shareholders and at least two-thirds of the votes cast
by Baltic shareholders, as well as final court approval. The boards of directors
of each of PhosCan and Baltic have approved the Arrangement and have unanimously
recommended that shareholders vote in favour of approval of the Arrangement.


Donald McKinnon, President and CEO of Baltic, commented "We believe the merger
between Baltic and PhosCan to consolidate interests in the Martison Project is
an instrumental step that will accelerate the project and provide excellent
value for our shareholders. Also, it will allow Canadian Orebodies to focus on
its non phosphate projects and we look forward to an exciting year with the new
company".


About Baltic and PhosCan

Baltic and PhosCan are engaged through a joint venture agreement in the
advancement of the Martison Phosphate Project located near Hearst, Ontario. The
Martison Project entails the development of a phosphoric acid plant, utilizing
the Martison phosphate deposit and sulphuric acid from Ontario base-metal
smelters. Phosphate concentrate and sulphuric acid are the two primary inputs in
the production of phosphoric acid. The Martison Project is strategically
positioned in proximity to target markets with access to excellent
infrastructure including rail, power, labour and an abundant supply of sulphuric
acid. The phosphoric acid produced will be used as feedstock for the production
of higher valued products in the fertilizer and industrial markets that provide
both an economic and logistical advantage.


Baltic Resources Inc., PhosCan Chemical Corp.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements with respect to the
Arrangement, and matters concerning the business, operations, strategy, and
financial performance of Baltic and PhosCan. These statements generally can be
identified by use of forward-looking words such as "may", "will", "expect",
"estimate", "anticipate", "intends", "believe" or "continue" or the negative
thereof or similar variations. Such forward-looking statements are qualified in
their entirety by the inherent risks and uncertainties surrounding future
expectations, including that the transaction contemplated herein is completed.
Forward-looking statements are based on a number of assumptions which may prove
to be incorrect. Unless otherwise stated, all forward looking statements speak
only as of the date of this press release and Baltic does not undertake any
obligation to update such statements except as required by law.


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