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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Maple Peak Investments Inc | TSXV:MAP | 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% | 0.01 | 0.01 | 0.045 | 0 | 01:00:00 |
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES Maestro Ventures Ltd. (TSX VENTURE:MAP) (the "Company") is pleased to announce a proposal to form a separate company ("Subco") in order to reorganize Maestro's mineral property assets with a view to maximizing shareholder value. The reorganization will involve the transfer of up to eight of the Company's mineral properties into Subco which will be a newly formed mineral exploration company, pursuant to a plan of arrangement (the "Arrangement") to be implemented under the Business Corporations Act (British Columbia). Maestro will continue to hold its King's Canyon, Green Springs, Big Fault, Wallace Canyon and Star Point gold/silver/copper exploration projects. The reorganization of Maestro's mineral assets pursuant to the Arrangement is designed to improve the identification and valuation of specific Maestro properties, to enhance Maestro's ability to divest specific properties through separate corporate ownership, to facilitate the entering into of strategic joint venture agreements, and to enable Maestro to separately finance and develop its various assets. "In the past four months, Maestro has added a significant package of projects on two new, developing mineral trends in the central and eastern corridors of the Great Basin geologic region of Nevada and Utah," commented Company CEO Kris Kottmeier. "Maestro holds 100% mineral title in each of these projects. The projects to be spun off into Subco are located in the northern and western regions of the Great Basin. By transferring these assets into a new company, we believe shareholders can capture additional value without over-dilution to Maestro." As part of a successful Arrangement, Maestro's shareholders will retain their Maestro shares and will receive shares in Subco based on a ratio of one Subco share for every three shares of Maestro held. Appropriate adjustments will be made to the terms of any outstanding Maestro options and warrants to reflect the reorganization. It is intended that an application will be made by Subco to list the shares of Subco on the TSX Venture Exchange (the "TSX.V"). Under the statutory provisions governing the Arrangement, the Company is required to seek an interim order and a final order from the B.C. Supreme Court to carry out and complete the spin-out. Following receipt of the interim order, the Company would mail to shareholders of record, an information circular setting out, in prospectus level detail, the final term and conditions of the Arrangement and the basis on which the Company's shareholders would, on its completion, hold or receive shares of the two resulting companies. Shareholder approval will be sought at a special meeting to be convened by Maestro. A resolution approved by not less than 66 2/3 % of the votes cast at the special meeting will be required and shareholders will have rights of dissent under the Business Corporations Act (British Columbia). In addition to court and shareholder approval, there are a number of other conditions that are required in order to complete the Arrangement, including legal and regulatory approvals, and the approval of the TSX Venture Exchange. Further particulars with respect to the Arrangement and the shareholders meeting will be announced in due course. The listing of Subco's shares on the TSX.V must meet the minimum listing requirements of and will be subject to the approval of the TSX.V. The Company anticipates that Subco will meet these minimum listing requirements; however, the Company cautions investors that it possible that Subco may not meet the minimum listing requirements upon completion of the Arrangement. About Maestro Ventures Maestro Ventures Ltd. is an exploration company focused on the discovery of high-value precious and base metal deposits in the eastern Great Basin. The Company currently controls mineral title to nine projects in the Great Basin. While the company is focused on expanding the gold resource at its Kings Canyon, Utah project, the new Board of Directors and exploration staff are focused on evaluating and adding high-quality projects to the portfolio. Project generation is focused on two major metal-rich trends that cross the eastern Great Basin. On behalf of the Board of Directors, Kris Kottmeier, CEO, Maestro Ventures Ltd. Visit our Web site: www.maestroventures.com. This press release is not an offer of securities for sale or the solicitation of an offer to buy securities in the United States. Securities may not be offered in the United States. Cautionary Note Regarding Forward-Looking Information Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; regulatory and other approvals associated with the proposed arrangement; the need for additional financing; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, or directors with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
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