Exeter plans to undertake spin-out transaction to create two independent companies
19 Enero 2010 - 4:00AM
PR Newswire (US)
RESTRUCTURING TO UNLOCK THE VALUE OF THE HIGH GRADE CERRO MORO
GOLD-SILVER PROJECT IN ARGENTINA VANCOUVER, Jan. 19
/PRNewswire-FirstCall/ -- The Board of Directors of Exeter Resource
Corporation (NYSE-Amex:XRA, TSX:XRC and Frankfurt: EXB - "Exeter"
or the "Company") has unanimously approved a proposal to undertake
a spin-out transaction pursuant to which the assets of Exeter would
be separated into two highly focused companies. Under the terms of
the proposed transaction, Exeter will retain all assets relating to
the Caspiche gold-copper discovery, together with approximately $50
million in working capital, and focus on the advancement of
Caspiche. Exeter will transfer to a new corporation, Newco,
Exeter's Cerro Moro and other exploration properties in Argentina
and approximately $25 million in working capital. Newco will then
become an emerging gold-silver producer, focused on the high grade
Cerro Moro gold-silver project in Argentina. It will be a condition
to the closing of the transaction that Newco obtain conditional
approval for the listing of its common shares on a major stock
exchange. The transaction is designed to create value for Exeter
shareholders by unlocking the value of Cerro Moro and the other
exploration properties in Argentina. Exeter shareholders will be
asked to vote on the proposal at a special meeting of shareholders,
expected to be convened on March 4, 2010. The proposal to be
presented to shareholders would result in each Exeter shareholder
of record, on the effective date of the transaction, receiving one
share in Newco for each share held in Exeter. There will be no
change in shareholder's holdings in Exeter. Newco will focus
initially on taking Cerro Moro through feasibility, project
financing, development and into production. Concurrently, Newco
intends to significantly expand the near-mine resources by drilling
the many targets yet to be fully explored on the property. In
addition, Newco will initiate an exploration program to realize the
discovery potential of the other Argentinean projects in the
portfolio. Dr. Eric Roth, currently Exeter's Mine Development
Manager - Argentina, will be appointed CEO and President of Newco.
Eric has worked as a mine geologist on gold mines in Australia and
Chile, and as an exploration geologist globally for BHP, the Rio
Tinto Group companies and AUR Resources. More recently, Eric was
Global Exploration Manager for AngloGold Ashanti. Yale Simpson and
Bryce Roxburgh will become co-Chairmen of Newco. The names of
additional directors are expected to be announced in the near
future, and further senior appointments will be made as Newco
progresses through to a mine development decision. Yale Simpson,
Chairman of Exeter said, "Since the discovery of the large Caspiche
gold-copper deposit in Chile, with its 19.6 million ounce* inferred
gold resource, investor focus has logically been centred on the
opportunity provided by such a sizeable discovery. Management has
brought considerable technical and financial resources into
exploring and de-risking that very important asset, while
endeavouring to maintain an aggressive development program at Cerro
Moro. The creation of Newco is expected to enhance shareholder
value by bringing both investor focus and technical expertise to
the Cerro Moro asset. "We believe that Eric Roth will make a superb
leader for the new company, given his career accomplishments to
date, his commercial acumen, and his ability to communicate
fluently in both English and Spanish. Eric and Jerry Perkins, our
VP Development and Operations, are currently establishing a team
with the skills and industry presence to successfully develop a
mine at Cerro Moro. "We intend for Cerro Moro to become a stepping
stone for developing a mid-tier gold-silver producer with other
development projects that may follow in the region. We expect this
will provide our shareholders with a long term investment
opportunity, far beyond the scope of the Cerro Moro asset alone.
"There is a strong advantage to initiating production on a very
high grade project such as Cerro Moro. We liken our situation to
that of Meridian Gold (prior to its acquisition by Yamana Gold),
that became a successful mid-tier producer based upon the strong
operating performance of its original high grade El Penon mine.
"Bryce Roxburgh and I have worked hard to develop a strong
shareholder base over the past 6 years. We look forward to
introducing Eric Roth to our shareholders, maintaining those
established relationships, and continuing to expand our shareholder
base. "The Exeter Board and our Chilean management team will remain
in place to take the Caspiche project forward. We intend to
continue building shareholder value through expanding the large
gold-copper resources and completing the mine development studies
currently underway." The transaction The proposed transaction,
which is subject to shareholder and regulatory approval, including
approval of the Toronto Stock Exchange (the "TSX"), the NYSE Amex
and the Supreme Court of British Columbia, will be accomplished by
a plan of arrangement, whereby each Exeter shareholder of record on
the record date will receive one share in Newco for each share held
in Exeter. There will be no change in shareholder's holdings in
Exeter. Upon receipt of shareholder and all regulatory approvals,
and subject to the final approval of Exeter's Board, Exeter will
transfer to Newco, Exeter's Cerro Moro and other exploration
properties in Argentina and approximately $25 million in working
capital. Shareholders will receive an information circular setting
out further details of the proposed transaction and a shareholder
meeting to approve the proposed transaction is expected to be held
on March 4th 2010. About Exeter Exeter Resource Corporation is a
Canadian mineral exploration company focused on the discovery and
development of gold and silver properties in South America. The
Company has C$77 million in its treasury. On the Caspiche Project
in Chile, Exeter recently announced an inferred mineral resource
estimate of 1,117 Mt (million metric tons) at a grade of 0.55 grams
per metric ton gold and 1.12 grams per metric ton silver including
1,017 Mt at a grade of 0.22% copper. This equates to in-situ
inferred resources of 19.6 million ounces of gold, 40 million
ounces of silver and 4.84 billion pounds of copper (a total of 32.4
million gold equivalent ounces*. Drilling to expand and upgrade the
resource estimate commenced this month. On the Cerro Moro Project
in Argentina, Exeter recently announced an initial inferred mineral
resource estimate of 646,000 ounces gold equivalent** at a grade of
18 g/t gold equivalent**. Exeter has drilled nearly 230 infill
holes on the Escondida vein structure to upgrade inferred resources
to indicated resources for the highest priority areas for mining. A
new Cerro Moro resource estimate is scheduled for April 2010, to be
followed by a mine development study in Q2-2010. These studies will
form the basis of a mine development decision and the submission of
the project to Provincial authorities for permitting. Exploration
drilling will continue through 2010. In addition, a new camp will
be constructed close to the high grade Escondida Vein. No site work
is planned on the Don Sixto gold-silver project in Argentina over
the next quarter. Matthew Williams, Exeter's Exploration Manager
and Justin Tolman, Exeter's Caspiche Project Manager both
considered a "qualified person" within the definition of that term
in National Instrument 43-101, Standards of Disclosure for Mineral
Projects, has supervised the preparation of the technical
information contained in this news release. You are invited to
visit the Exeter web site at http://www.exeterresource.com/. EXETER
RESOURCE CORPORATION Bryce Roxburgh President and CEO * Gold ("Au")
equivalence for copper ("Cu") and silver ("Ag") was calculated by
Exeter using assumed metal prices of US$800/ounce ("oz") for Au,
US$12/oz for Ag and US$2/pound ("lb") for Cu. The formula to
calculate Au equivalence for Cu was pounds of Cu multiplied by 2
and divided by 800; Au equivalence for Ag was calculated using the
formula oz of Ag multiplied by 12 and divided by 800, and in both
cases assumes 100% recovery. Reported grades and metric tons have
been rounded (see news release NR 9-22 dated October 20, 2009). **
Inferred mineral resource estimate of 1,098 Mt containing 371,000
ounces gold at a grade of 10.5 g/t and 19.2 million ounces silver
at a grade of 545 g/t for 646,000 ounces gold equivalent at a grade
of 18 g/t gold equivalent. Gold equivalent is calculated by
dividing the silver assay result by 70, adding it to the gold value
and assuming 100% metallurgical recovery (see news release NR 9-14
dated July 8, 2009). Safe Harbour Statement - This news release
contains "forward-looking information" and "forward-looking
statements" (together, the "forward-looking statements") within the
meaning of applicable securities laws and the United States Private
Securities Litigation Reform Act of 1995, including the Company's
belief as to the extent and timing of its drilling programs,
various studies including engineering, environmental,
infrastructure and other studies, and exploration results, budgets
for its exploration programs, the potential tonnage, grades and
content of deposits, timing, establishment and extent of resources
estimates, potential for financing its activities, potential
production from and viability of its properties, expected cash
reserves and the expected benefits of the proposed spin-out
transaction. These forward-looking statements are made as of the
date of this news release. Users of forward-looking statements are
cautioned that actual results may vary from the forward-looking
statements contained herein. While the Company has based these
forward-looking statements on its expectations about future events
as at the date that such statements were prepared, the statements
are not a guarantee of the Company's future performance and are
subject to risks, uncertainties, assumptions and other factors
which could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.
Such factors and assumptions include, amongst others, the effects
of general economic conditions, the price of gold, silver and
copper, changing foreign exchange rates and actions by government
authorities, uncertainties associated with legal proceedings and
negotiations and misjudgements in the course of preparing
forward-looking information. In addition, there are also known and
unknown risk factors which could cause the Company's actual
results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Known risk factors include risks
associated with project development; the need for additional
financing; operational risks associated with mining and mineral
processing; fluctuations in metal prices; title matters;
uncertainties and risks related to carrying on business in foreign
countries; environmental liability claims and insurance; reliance
on key personnel; the potential for conflicts of interest among
certain officers, directors or promoters of the Company with
certain other projects; the absence of dividends; currency
fluctuations; competition; dilution; the volatility of the
Company's common share price and volume; tax consequences to U.S.
investors; and other risks and uncertainties, including those
described in the Company's Annual Information Form for the
financial year ended December 31, 2008, dated March 27, 2009 filed
with the Canadian Securities Administrators and available at
http://www.sedar.com/. Although the Company has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company is under no obligation to
update or alter any forward-looking statements except as required
under applicable securities laws. NEITHER THE TSX NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS NEWS RELEASE DATASOURCE: Exeter
Resource Corporation CONTACT: B. Roxburgh, President, or Rob Grey,
VP Corporate Communications, Tel: (604) 688-9592, Fax: (604)
688-9532, Toll-free: 1-888-688-9592, Suite 1260, 999 West Hastings
St., Vancouver, BC, Canada, V6C 2W2,
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