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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pacific Imperial Mines Inc | TSXV:PPM | 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% | 0.005 | 0.005 | 0.01 | 0 | 00:00:00 |
JALNA MINERALS LTD. ("Jalna" or the "Company") (TSX VENTURE:JMA.H) is pleased to announce that it has entered into a binding letter of intent dated effective April 26, 2010 (the "LOI") with Papuan Precious Metals Corp. ("PPM") to acquire all of the issued and outstanding shares of PPM (the "Acquisition"). PPM, through its wholly-owned subsidiary, owns a 100% interest in the Mt. Suckling project (the "Property") located approximately 200 km east of Port Moresby, Papua New Guinea. The Acquisition Under the terms of the LOI, Jalna will acquire all of the issued and outstanding shares of PPM by way of amalgamation, merger or plan of arrangement. Jalna will effect a 1 for 4 consolidation or reverse split resulting in an issued and outstanding share capital of 6,128,775 and exchange 21,934,024 post consolidated shares for 21,934,024 outstanding PPM shares. PPM may issue up to 666,667 additional shares at a price of not less than $0.30 per share prior to closing. Following the mutual satisfactory completion of a due diligence review, the parties will enter into a formal agreement substantially incorporating the terms proposed by the LOI. The Acquisition would be the Company's qualifying transaction. PPM is a private British Columbia company and is at arm's length to Jalna. Completion of the Acquisition is subject to a number of conditions precedent including: -- the completion of due diligence, to the satisfaction of the Company with respect to PPM; -- the completion of due diligence, to the satisfaction of PPM with respect to the Company; -- the execution and delivery of formal transaction documentation acceptable to the Company and PPM; -- if necessary, the passing of resolutions of the shareholders of the Company approving the transactions contemplated hereby and any resulting change of control; -- the Company securing a financing of not less than $5,000,000 by way of a private placement; and -- approval of the transaction by the Exchange. Pursuant to the terms of the LOI, the Company has advanced to PPM's solicitor in trust, a deposit of $100,000, of which $25,000 is non-refundable and can be immediately utilized by PPM. PPM has 126 shareholders. The following shareholders hold in excess of 10% of the share capital of PPM: ---------------------------------------- Shareholder Shares Held ---------------------------------------- David Lindley 4,303,125 ---------------------------------------- Chris Cornelius 2,400,000 ---------------------------------------- Description of the Property The Mt. Suckling project is situated at the eastern end of New Guinea's Central Range, one of the world's premier porphyry copper belts. This belt includes several giant porphyries including Grasberg/Ertsberg (Freeport/Rio Tinto), Ok Tedi (PNG Government/Inmet), Frieda (Xstrata), Porgera (Barrick) and Wafi/Golpu (Harmony/Newcrest). The Mt. Suckling region has been by-passed by modern porphyry exploration. However, PPM's fieldwork has identified three prospective porphyry prospects in a linear belt some 19 km long and localised within the wide trace of the Keveri Fault Zone, part of the once active plate boundary between the Australian and Pacific plates. Lead prospect is the Urua Creek gold-copper prospect, hosted in a very young possible diatreme, a breccia filled volcanic vent that has had a direct connection to the surface. The breccia has dimensions in excess of 1,700 x 900 m. Soil gold-copper-molybdenum anomalism is coincident with the breccia, suggestive of a porphyry copper system. The breccia contains areas of both low-grade propylitic zone and high-grade phyllic zone gold-copper mineralisation. Gold-copper mineralisation in the propylitic zone in surface trenches ranges up to 33 m @ 0.17 % Cu, 0.27 g/t Au and in the phyllic zone up to 36 m @ 0.72 % Cu, 0.97 g/t Au (incl. 12 m @ 1.13 % Cu, 2.03 g/t Au). Obvious drill targets are available. Ioleu Creek copper-gold prospect is located 19 km east of Urua Creek prospect. The prospect is localised within the Keveri Fault Zone and is noteworthy for a float train of large 50-60 cm diameter boulders of metabasalt containing veins of chalcopyrite. These boulders have been tracked to landslides presumably associated with fractures of the Keveri Fault Zone. Their angularity indicates that they are sourced locally. A widespread area of pannable gold is coincident with the train of copper boulders. Detrital gold is fine-grained (less than 0.5 mm size) and angular, again suggestive of limited transport and a local source. A 3 km2 area of intense pervasively argillised gabbro with localised development of haematite stockwork is associated with an 880 m x 1,200 m copper-platinum-palladium soil anomaly and appears to be offset to the west from the area shedding chalcopyrite-bearing boulders. The recently identified Araboro Creek prospect is distinctive for its cluster of nested circular features. It is located in the linear belt that includes the Urua Creek and Ioleu Creek porphyry prospects and appears to be another intrusive centre localised along the Keveri Fault Zone. Historical sampling located a quartz-sulphide sample carrying 1.3 % Cu 0.14 g/t Au, apparently sourced from the circular feature. Private Placement In order to satisfy the financing condition of the Acquisition, the Company intends to undertake, subject to the acceptance of the Exchange, a private placement financing totaling not less than $5,000,000. These funds will be raised by the Company issuing not less than 16,666,666 units at a price of $0.30 per unit. Each unit consists of a post consolidated share and warrant to purchase an additional post consolidated share for 3 years at $0.40 per share. A commission or finder's fees will be paid on the private placement in accordance with Exchange policies and the applicable securities laws. The private placement is expected to close concurrently with the Acquisition. The net proceeds raised by way of this private placement upon completion of the Acquisition will be used to carry out the planned work program on the Property and for general working capital purposes. Change of Name Upon completion of the Acquisition, the Company will change its name to Papuan Precious Metals Corp. or such other name as the parties may approve. Change in Board In addition to the current board consisting of three directors, the board of the Company upon completion of the Acquisition will be increased to 6 and the following directors of PPM will be added to the board of the Company. Dr. David Lindley: Dr. Lindley has spent over 25 years predominantly in Papua New Guinea (PNG) working with some of PNG's largest mining companies. His experience ranges from initial discoveries through definition of resources and reserves, feasibility and statutory permitting to the granting of mining leases. He brings with him an extensive knowledge of the geology, mineralization, government liaisons and the indigenous culture of PNG. Dr. Lindley has BSc (Hons) and PhD degrees from the University of New South Wales, Australia, and is a Member of the Australian Institute of Geoscientists. Christopher Cornelius: Mr. Cornelius has spent over 20 years as a senior executive working throughout the international natural resource sector and in the E & P sector, and more recently has advised major financial institutions and blue-chip executive teams on global growth strategies. He holds a B.Sc from Manchester University and PhD from Aston University in Geology and is an adjunct Professor at the University of British Columbia. Anthony Kelly: Mr. Kelly is a former investment banker with over 30 years of banking, corporate strategy, capital markets, mergers and acquisitions and corporate finance experience in Australia, Europe and international markets. Mr. Kelly holds a B. Juris and LLB from the University of New South Wales, and an MBA from Columbia University Graduate School of Business. Cautionary Statements Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 the Company should be considered highly speculative. A National Instrument 43-101 technical report on the Property has been prepared for the Company and PPM by Peter T. Goldner (BSc.(Hons) Geology, FAusIMM, FAIG, CPGeo). Mr. Goldner is a qualified person and independent of the Company and PPM, in accordance with National Instrument 43-101. A copy of the technical report will be filed on SEDAR in due course following review by the exchange. Mr. Goldner is also responsible for the technical matters pertaining to the Property as set out in this news release. ON BEHALF OF THE BOARD Devinder Randhawa, President, Chief Executive Officer
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