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NAP Napier Ventures Inc

0.065
0.00 (0.00%)
25 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Napier Ventures Inc TSXV:NAP 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% 0.065 0.055 0.09 0 01:00:00

Tiomin and Freegold Restructure Bridge Loan & Tiomin Notes North American Palladium-Cadiscor Transaction

01/04/2009 1:02pm

Marketwired Canada


Tiomin Resources Inc. ('Tiomin' or the 'Company') (TSX:TIO) announced today that
Freegold Ventures Limited (TSX:ITF)(OTCBB:FGOVF)(FRANKFURT:FR4) ('Freegold') was
not able to pay the US$61,750 loan extension fee due March 31, 2009. Freegold
has reached an agreement with its senior bridge loan lender and Tiomin for a
further restructuring that provides an additional US $200,000 of funding to
Freegold. This additional advance is being provided by the senior bridge loan
lender and will be used to fund upcoming property payments, critical audit,
regulatory and filing fees, as well as allow the company to continue to seek
alternatives to its funding difficulties as further described in the Freegold's
March 20, 2009 news release. 


This restructuring also suspends the monthly payment of interest to the two
bridge loan lenders that was to have commenced on April 1, 2009, and the payment
of a 3% extension fee that had been due on March 31, 2009. Under the revised
documents, these interest and extension fee payments are being capitalized and
added to the principal amounts due on the July 15, 2009 maturity date. Under
this restructuring, and following this additional loan advance from the senior
bridge loan lender, the amounts that will be due to the senior bridge lender and
Tiomin on July 15, 2009 are US $2.78 million and US $2.25 million respectively.
As consideration for the above, the senior bridge loan lender will be receiving
cash fees of $35,000 along with 1 million common shares of the Company and
500,000 warrants to purchase common stock of the Company for a two year period
at a price of C $0.14/share. The foregoing is subject to regulatory approval.


Separately, Tiomin notes that North American Palladium Ltd. ("NAP")
(TSX:PDL)(NYSE Alternext US:PAL)(NYSE Amex:PAL.A) and Cadiscor Resources Inc.
("Cadiscor") (TSX VENTURE:CAO) announced that they have entered into a
definitive agreement pursuant to which NAP will acquire by way of a plan of
arrangement all of the outstanding common shares of Cadiscor in an all-share
transaction, whereby Cadiscor shareholders will receive 0.33 common shares of
NAP for each common share of Cadiscor (the "Exchange Ratio"). Based on the
closing price of NAP's common shares on the TSX of $1.78 on March 31, 2009, the
Exchange Ratio implies a value for each Cadiscor share of $0.59 and represents a
premium of 47% to the closing price of Cadiscor's shares on March 31, 2009, and
a premium of 75% to the 20-day volume weighted average trading price of
Cadiscor's shares for the period ended March 31, 2009.


Bob Jackson, President and CEO of Tiomin said "We congratulate Cadiscor on this
transaction. Barely more than a month ago, Tiomin's board entered into an
agreement with Cadiscor at almost half this $0.59 share price, which entirely
vindicates the decision. Sadly, we terminated the deal because of uncertainties
created by an announcement by Jaguar Financial Corp., which ironically would
have seen the value of its investment in Tiomin appreciate substantially. The
shareholders of Tiomin should think very hard about this series of events, the
lost opportunity and whose interests have actually been served here. It is a
tragic opportunity cost for all Tiomin's shareholders".


About Freegold Ventures Limited (TSX:ITF)(OTCBB:FGOVF)(FRANKFURT:FR4)

Freegold is a North American exploration and development company with a
management team experienced in mine development and production that has a proven
track-record in transitioning exploration companies into gold producers.
Freegold is currently exploring advanced-stage gold projects in Idaho and
Alaska. More details regarding these projects can be obtained by reviewing its
website, www.freegoldventures.com, and reviewing its recent press releases.


About Tiomin Resources Inc.

Tiomin is enhancing shareholder value by the acquisition, exploration and
development of industrial mineral, precious and base metal projects. Jinchuan
Group Limited ('Jinchuan'), one of China's largest mining companies, owns
approximately 18.7% of Tiomin.


Tiomin has four main assets: 

1) approximately $17.3 million of working capital (after the Feb. 20th Kivu Gold
Corp. investment);


2) 49% interest in the Pukaqaqa copper and gold project in Peru;

3) 100% interest in the Kwale titanium project in Kenya; and

4) 33.5% interest in Kivu Gold Corporation, a mineral exploration focused on
sub-Saharan Africa. 


Tiomin's share price currently only reflects the value of its working capital
position and it receives no value for its other assets in Peru or Kenya. Tiomin
has an outstanding memorandum of understanding with Jinchuan whereby Jinchuan
would acquire 70% of Tiomin Kenya Limited ('TKL') a wholly owned subsidiary of
Tiomin that owns 100% of the Kwale titanium project, for US$25 million invested
into TKL and a commitment to finance and build the project, 70%.


To find out more about Tiomin Resources Inc., please visit the company website
at www.tiomin.com.


Certain of the information contained in this news release constitutes
'forward-looking statements' within the meaning of securities laws. Such
forward-looking statements, including but not limited to those with respect to
the prices of metals and minerals, estimated future production and estimated
costs of future production involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements to
be materially different from any forecast results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the actual prices of copper and gold, the actual results of
current exploration, development and mining activities, changes in project
parameters as plans continue to be evaluated, as well as those factors disclosed
in the documents of the Company filed from time to time with the Ontario
Securities Commission.


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