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CNU Continuum Resources Ltd. (Tier2)

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Share Name Share Symbol Market Type
Continuum Resources Ltd. (Tier2) TSXV:CNU 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 -

Green Park Signs Letter of Intent to Acquire Over 100,000 Hectares in 8 Claim Blocks in Mexico From Continuum Resources

20/06/2008 1:30pm

Marketwired Canada


Green Park Capital Corp. (TSX VENTURE:GRP.P) ("Green Park" or the "Company") is
pleased to announce that it has entered into an agreement in principle with
Continuum Resources Ltd. ("CNU"), a British Columbia company listed on the TSX
Venture Exchange (the "Exchange"), dated June 11, 2008 (the "Agreement") to
acquire all of the issued and outstanding securities of Continuum Resources S.A.
de C.V. (the "Target"), CNU's wholly-owned Mexican subsidiary (the "Proposed
Acquisition"). The Target has no dilutive securities outstanding. Haywood
Securities Inc. (the "Agent") has agreed to act as sponsor of the Proposed
Acquisition, should same be required by the Exchange policies.


Pursuant to the terms of the Agreement, the Company intends to acquire from CNU
all of the outstanding shares of the Target (the "Shares") as well as certain
assets (the "Assets") consisting of a Hydrocore model 1800 (reproduced)
man-portable drill and spare drill parts (including three 4-cylinder diesel
engines), the total net book value of which is estimated to be US$500,000. This,
and all other financial information pertaining to CNU and the Target, is derived
from the audited financial statements of CNU and the Target for the year ended
December 31, 2007 which financial statements are prepared in accordance with
Canadian GAAP. All of the Assets are currently located near CNU's properties in
Oaxaca, Mexico. As consideration for the Shares and the Assets, Green Park will
pay CNU CAD$150,000 and issue 2,500,000 of its common shares having a deemed
value of $0.20 per share. Green Park has also agreed to take an assignment of
the convertible debentures (the "Debentures") announced by CNU on May 29, 2008,
which will have a face value of up to $350,000. Following closing of the
Proposed Acquisition, the Debentures will be convertible into common shares of
Green Park at a price of $0.20 per share. As an inducement to convert the
Debentures in a timely fashion, holders of Debentures who convert their
Debentures into common shares of Green Park within 45 days of the closing of the
Proposed Acquisition will receive one-half of one share purchase warrant of
Green Park on conversion. Each whole warrant will entitle the holder thereof to
purchase a further share of Green Park at a price of $0.25 per share for a
period of two years from the date of issue. The shares of Green Park issued
pursuant to the Proposed Acquisition will be subject to a four-month hold period
and may be subject to escrow provisions imposed by the Exchange. A finder's fee
will be paid to the Agent in connection with this transaction.


Concurrent with the Proposed Acquisition, Green Park will undertake a brokered
private placement (the "Financing") through the Agent for gross proceeds of up
to CAD$2.0 million to fund exploration programs on the Target's mineral
properties (see "Proposed Financing" below).


Both the Proposed Acquisition and the Financing will be subject to a due
diligence review of the Target and the Claims (defined below) by the Company,
and the approval of the Exchange. Green Park is a capital pool company and
intends for the Proposed Transaction to constitute its Qualifying Transaction as
such term is defined in the policies of the Exchange. In compliance with
Exchange policies, Green Park has requested a halt in the trading of its
securities and trading shall remain halted until further notice. The Proposed
Acquisition is an arm's length transaction and upon completion of the Proposed
Acquisition, Green Park expects to be a Tier 2 Mineral Exploration Issuer. Green
Park is of the position that the Proposed Acquisition does not require
shareholder approval according to Exchange policies.


Summary of the Target's Significant Assets

The Target holds mining claims over eight distinct claim blocks in the State of
Oaxaca, Mexico, and are known as Tres Hermanas, Silacayoapan, Parian - Paras,
Cuatro Venados, Nino Perdido, Lachiguiri, Teri and Talea (the "Claims"). The
Claims host a variety of precious and polymetallic metals, including gold,
silver, lead, zinc and others. The Tres Hermanas claim block will be Green
Park's "Principal Property" under Exchange policies following the Proposed
Acquisition, and is described below. The Claims are listed and described on
CNU's website at www.continuumresources.com, and in CNU's news release dated
February 12, 2008 filed on www.sedar.com.


Tres Hermanas

The Tres Hermanas claim block comprises 3671 hectares, covering a mountainous
area in the vicinity of the village of San Sebastian Rio Dulce, some 50
kilometers southwest of the City of Oaxaca. The property consists of three
contiguous claims, each owned 100% by the Target since as early as June 2004.
The center of interest is the old Tres Hermanas Mine, which was exploited on
five levels for silver prior to the Mexican War of Independence in 1810. These
adits were mapped and sampled in 1926, but are no longer accessible. Studies in
1926 demonstrated that the deposit yielded average grades of 8.24 oz/t Ag, 4.67%
Pb and 10.77% Zn, and these studies also concluded that that the average ore
contained 5.4% Galena, 16.2% sphalerite and 13.7% pyrite, with minor copper
sulfides. This data is NOT compliant with the standards set out by the CIM or
with National Instrument 43-101 ("NI 43-101"), and should be viewed as
historical in nature. A technical report under NI 43-101 is currently being
prepared. To date, approximately US$725,000 has been spent in exploration on the
Tres Hermanas claims. Further information regarding CNU's work at Tres Hermanas
may be found in CNU's news releases dated February 4, February 12, and April 15,
2008, on www.sedar.com.


Board of Directors and Management of Green Park on Closing

Concurrently with the completion of the Proposed Acquisition, a number of
changes in the composition of the current directors and officers of the Company
will take place. Anthony Dutton will remain on the Board and assume the role of
Vice-President, Corporate Development going forward. The other four members of
the current Board of Green Park will resign, and will be replaced by Mr. Allan
Bassham, who will also assume the role of President of Green Park, Robert
McMorran and Warren McIntyre, all currently directors of CNU. A fifth director
will be proposed in coming weeks, who will sit as an independent director of the
resulting issuer along with Mr. McIntyre and Mr. McMorran. The proposed board is
subject to Exchange approval. Further information for each of the
above-mentioned directors and officers is set out below and has been provided by
each such director and officer.


Allan Bassham - President and Director

Mr. Bassham has been with CNU since April of 2007, and has over 32 years of
experience in mining, milling and exploration, with an active focus on mine
planning and design. His work history includes Vice President of Mining for
Gammon Lake Resources Inc. (now Gammon Gold, a TSX listed Company) in Chihuahua
Mexico, Project Manager for Shore Gold Inc.'s (a TSX listed Company) Star
Diamond Project, and many other junior resource companies.


Anthony Dutton - Vice-President, Business Development and Director

Mr. Dutton has been a principal of Primary Capital Group since 2006, where he
advises small and medium-sized businesses on corporate finance issues. He has
also been a director or officer of several publicly-listed issuers including
International Beryllium Corporation (listed on the Exchange) and XML Global
Technologies Inc. (listed on the OTC Bulletin Board). Anthony holds a BA in
Economics from the University of British Columbia, a Masters of Architecture
from Dalhousie University, and a joint MBA from the Cranfield School of
Management in the United Kingdom and Groupe ESC in Lyon, France.


Warren McIntyre - Director

Mr. McIntyre provides business development consulting services to both publicly
traded and private companies. He has been a director and the corporate secretary
of CNU since March of 2003. He is also the President and CEO of Atomic Minerals
Ltd., a junior exploration Company listed on the Exchange. Mr. McIntyre was a
director and the Chief Financial Officer of Evolving Gold Corp., a junior
exploration company listed on the Exchange and CNQ, from June 2004 to February
2007. He was also a former director of Pallaum Minerals and Cloudbreak
Resources, both listed on the Exchange.


Robert McMorran - Director

Mr. McMorran has been a director and officer of CNU since July 2000, and is
president of Malaspina Consultants Inc., a private company that provides
accounting and administrative services to junior public companies. He has over
20 years experience dealing with financial reporting and the administration of
public companies, the last 11 years through Malaspina. He has also served as an
officer and/or director of several public companies including Terra Ventures
Ltd., Wave Exploration Corp., Roxgold Inc., Merit Mining Corp. and the Canada
Dominion Resources Group family of flow-through limited partnerships. Mr.
McMorran has been a member of the Institute of Chartered Accountants of B.C.
since 1981. He received his Bachelor of Science in Mathematics from Simon Fraser
University in 1976.


Proposed Financing

In connection with the Proposed Acquisition and subject to Exchange approval,
Green Park has retained the Agent to raise up to CAD$2.0 million by way of a
private placement of units (the "Units") on a best efforts basis to fund the
Company's proposed exploration agenda for the Claims. The Units will be priced
at $0.25 and will each consist of a common share and one-half of one share
purchase warrant, with each whole warrant exercisable for an additional common
share at a price of $0.30 for two years from the date of issue. The private
placement will be to accredited investors in Canada, the United States and
overseas, and the securities making up the Units will be subject to a four-month
hold period.


As consideration for their efforts, the Agent will receive a cash commission of
7.5% of the total gross proceeds raised, as well as warrants (the "Agent's
Warrants") equal to 7.5% of the total number of Units sold under the Proposed
Financing. Each Agent's Warrant will be exercisable for one common share of
Green Park at a price of $0.25 for two years from the date of issue. The Agent
will also receive a corporate finance fee of $50,000 plus G.S.T. and a further
100,000 Agent's Warrants. The Agent will have a right of first refusal on all
future brokered financings proposed by Green Park for a period of one year.


The proceeds from the financing are projected to be used as follows: $850,000
for exploration of the Tres Hermanas claims, $650,000 for general exploration of
the remaining claim blocks, $100,000 for expenses and fees relating to the
Proposed Acquisition and the Financing, and $400,000 for general corporate
working capital purposes although the Company may reallocate such proceeds if it
determines it to be in the best interests of the Company to do so.


Finder's Fee

As consideration for their efforts in introducing Green Park and CNU, Green Park
will pay to the Agent a finder's fee of 300,000 Units, subject to Exchange
Approval.


Description of Significant Conditions to Closing

Completion of the 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 shareholder approval. 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. Trading in the securities of
a capital pool company should be considered highly speculative.


Haywood Securities Inc., subject to completion of satisfactory due diligence,
has agreed to act as sponsor, if necessary, in connection with the transaction.
An agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.


1 Year Continuum Resources Ltd. (Tier2) Chart

1 Year Continuum Resources Ltd. (Tier2) Chart

1 Month Continuum Resources Ltd. (Tier2) Chart

1 Month Continuum Resources Ltd. (Tier2) Chart