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MAP Maple Peak Investments Inc

0.01
0.00 (0.00%)
07 Jun 2024 - Closed
Delayed by 15 minutes
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

Maestro Announces Plans to Spin-Off Projects to Maximize Shareholder Value

02/09/2008 2:15pm

Marketwired Canada


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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