VANCOUVER, BRITISH COLUMBIA (TSX VENTURE: FUR) and Golden
Predator Mines, Inc. ("GPM" or "Golden Predator") are pleased to
announce the signing of a letter of intent ("LOI") dated December
21, 2007 whereby the companies have agreed to merge to create
Nevada's next mid-tier metals producer (the "Transaction" or
"RTO").
The LOI calls for Fury to issue 2.5 of its common shares for
each outstanding share of Golden Predator, which based on Golden
Predator's outstanding shares1 and Fury's December 21, 2007 closing
price, amounts to a total transaction value of $72.8 million (1
includes shares associated with special warrants). The Transaction
will be an arm's length transaction and will likely be undertaken
by way of a plan of arrangement. Dollar amounts in this press
release are Canadian currency unless indicated otherwise.
Highlights of New Assets
- Springer Tungsten mine and mill complex, Nevada
- 10 tungsten exploration projects, 8 in Nevada and 2 in
Montana
- 20 gold exploration projects, Nevada, Wyoming, California and
Oregon
- Gold royalty portfolio covering over 70,000 acres of mining
claims in Nevada
- Molybdenum and Vanadium properties
- Exclusive license to Union Carbide worldwide Tungsten data
library
- Ownership of Atlas Precious Metals database
- $30 million cash
- 30 person staff with expertise in mine permitting, finance,
development and operation
About Golden Predator
Golden Predator Mines, Inc. is a private British Columbia
company which was initially created as a subsidiary of Energy
Metals Corporation in 2005 to hold the gold assets acquired in the
acquisition of Quincy Energy Corporation (formerly Quincy Gold
Corporation). Much of Golden Predator's management team including
President and CEO William M. Sheriff, COO Dr. Art Ettlinger, CFO
George Lim, and VP of Metallurgical Engineering Peter Bosse held
similar positions with Energy Metals. The company has an
accomplished board of directors including James G.G. Watt, William
B. Harris, Dave M. Cole and William M. Sheriff, all formerly
directors of Energy Metals Corporation as well as Dr. Barry D.
Rayment, formerly President and Director of Bema Gold Corp.
Golden Predator is a well funded minerals development company
whose primary assets include the Springer tungsten mine and mill
complex located in Pershing County Nevada. Springer hosts a
historical resource estimate of 3.35 million tons grading 0.458%
WO3 and a modern 1,300 ton per day mill. The historical resource
was completed by General Electric in 1980, but is non-compliant
within the definitions and standards outlined in NI43-101, has not
been verified by any of FUR's or GPM's Qualified Persons, and is
provided for information purposes only and as such should not be
relied upon. Fury is not treating the historical estimate as
current mineral resources or mineral reserves as defined in
NI43-101. Golden Predator has submitted its operational permits to
restart the facility and has already refurbished the grinding,
flotation and filtering circuits. The Springer facility was
acquired through Energy Metals Corporation, Golden Predator's
former parent company by way of purchase from General Electric
Corporation. General Electric invested US$71 million in the
construction and commissioning of the facility, which was
eventually placed on care and maintenance in 1982 when Chinese
dumping of Tungsten in the US market caused prices to collapse. The
tungsten market, priced as scheelite concentrate with a minimum of
65% scheelite, has recovered from a low of US$41.87 per STU (STU
equals short ton unit which is 1% of a short ton, or 20 pounds) in
1990 to current prices of US$170.00 per STU. The Chinese government
has recently imposed export tariffs and import credits reversing
years of subsidized exports lending fresh support to the price of
the metal.
Golden Predator also controls the Fostung project in Ontario
under a letter agreement with Breakwater Resources Ltd. (TSX: BWR).
Under the letter agreement, Golden Predator has the right to earn
an initial 50% interest in the Fostung project by spending $4
million over five years and can earn the remaining 50% by spending,
or paying to Breakwater, an additional $2.5 million and paying for
a bankable feasibility study within 15 years of the formal
agreement. Fostung contains an NI43-101 compliant Inferred
Resource, using a 0.125% WO3 cutoff grade, of 12.4 M tonnes at a
grade of 0.213% WO3 for 58 million pounds of contained WO3
(resource based November 30, 2007 NI43-101 report prepared for
GPM). A preliminary mining study by Union Carbide in 1981
considered an open pit scenario (300' depth @ 6,500 tpd) with an
average waste to ore strip ratio of 2.16:1. Golden Predator intends
to initiate diamond drilling on the property to expand the resource
to depth and test for the potential for higher grade areas of
mineralization along favorable structures as well as to define and
quantify the significant molybdenum mineralization that accompanies
the tungsten.
In addition to Golden Predator's significant tungsten holdings,
it also has interests in 7 gold properties in Nevada and adjacent
states including the Quartz Mountain project in Oregon and the
Lantern, Silver Bow, Dyke Canyon, and Buena Vista projects in
Nevada. Golden Predator has submitted permits for the construction
of a centralized CIL-gravity gold mill to be located at the
Springer complex to process high grade gold ores from the region
lying within 300 miles of Springer. It is Golden Predator's
business model to feed the mill with ore developed from its own
properties in the area. Golden Predator has contracted Eklund
Drilling Company for reverse circulation exploration drilling and
is currently drilling on its projects and plans to continue
drilling its more advanced gold projects throughout the coming year
and beyond. Golden Predator is also diamond drilling at Springer
and intends to initiate diamond drilling on several of its gold
projects as well.
In October 2007, GPM agreed to acquire all of the shares of
Great American Minerals Corporation ("GAM"), a private US company
with significant gold, silver, vanadium and molybdenum assets. One
of these assets, the Lewis property, where more than $5 million has
been spent in the preceding two years, is subject to a joint
venture agreement with operator Madison Minerals Inc. (TSX VENTURE:
MMR). In addition, Great American Minerals holds the Hi Grade
property in California, the Keystone, Treasure Mountain, Modoc,
Carlin Vanadium, and Spruce Mountain Molybdenum projects in
Nevada.
GPM intends to focus on its gold assets and will pursue
monetization of GAM'S vanadium and molybdenum assets through
divestiture with a retained royalty and equity interest. The
consolidation of Great American Minerals into Golden Predator is
expected to close on or before January 31, 2008.
In December 2007, GPM agreed to acquire all of the shares Gold
Standard Royalty Corporation, a private Canadian company that had
filed a Final Prospectus on SEDAR in connection with its planned
initial public offering. The offering was cancelled upon the
signing of the agreement with Golden Predator. The prime asset of
Gold Standard is the portfolio of gold exploration properties and
leases formerly owned by the Lyle Campbell Trust. This
revenue-producing royalty portfolio, comprises in excess of 70,000
acres of mining claims in the State of Nevada. The portfolio,
amongst other assets, includes claims and royalty positions
covering the Pan Property, leased by Midway Gold Corp. (Measured
and Indicated 18.96mm tons grading 0.019 opt containing 361,400
ounces of gold plus an additional Inferred Resource of 8.3mm tons
grading 0.017 opt containing 140,600 ounces of gold as announced by
Midway Gold Corp. in a news release dated April 19, 2007) (resource
based on September 1, 2007 NI43-101 report prepared for Gold
Standard Royalty Corp. and posted at www.sedar.com), both royalty
and leases covering significant portions of the Bald Mountain
property of Barrick Gold and the Tonkin Springs property leased to
US Gold. In total, there are 20 property interests in the portfolio
subject to 11 leases (some which cover more than one claim group)
and 2 deeded royalties.
Golden Predator currently has 28,257,500 shares issued and
outstanding. It also has 7,610,000 Special Warrants that will
convert automatically upon completion of the RTO into one share and
one warrant to purchase one share at $1.50 for one year from the
date of the completion of the RTO. Golden Predator has 5,590,000
warrants outstanding to purchase one share at $1.50 for one year
from the date of the completion of the RTO and 8,788,750 warrants
outstanding for the purchase of one share at $3.00 for one year
from the date of the completion of the RTO. Golden Predator also
has 2,797,500 options outstanding at an exercise price of $1.00 per
share. As a result, on a fully diluted basis, Golden Predator has
60,653,750 shares outstanding, prior to the issuance of additional
shares relating to its acquisition of Great American Minerals
Corporation, its acquisition of Gold Standard Royalty Corporation
and the completion of a current financing.
Golden Predator is finalizing the final tranche of its recent
$40 million dollar financing with all subscription forms and funds
having been received. The closing of this final tranche will be no
later than 9 January, 2008 and will result in the issuance of an
additional 2,422,500 common shares and an additional 1,211,250
warrants for the purchase of one share at $3.00 for one year from
the date of the completion of the RTO. Golden Predator will also
issue approximately 1,655,183 million shares to consolidate its
majority ownership position (currently GPM owns 71%) in Great
American Minerals Corporation, and will issue 2,050,000 shares to
complete its acquisition of Gold Standard Royalty Corporation.
Following completion of the pending transactions outlined above,
Golden Predator will have 34,385,183 million shares issued and
outstanding, along with an aggregate of 7,610,000 special warrants,
15,590,000 warrants and 2,797,500 options. On a fully diluted
basis, Golden Predator will have approximately 67,992,683 million
shares outstanding.
Golden Predator's un-audited financial position as of November
30, 2007 includes cash of $26,930,898, fixed assets of $9,295,269,
mineral properties of $14,434,701, and shareholder's equity of
$45,715,943. Golden Predator has not included the proceeds from the
last tranche of financing which will add $4,845,000 dollars to its
cash position.
Please see GPM's website www.goldenpredator.com for additional
information on the company and its assets.
About Fury Explorations
Fury Explorations is a metals exploration and development
company focused on achieving near-term silver production at its
Taylor project located in eastern Nevada. Taylor hosts a modern
mill and associated infrastructure in addition to a NI43-101
compliant open-pit resource of 16.8 million ounces of silver
(please see the following table and FUR's press release PR2007-16,
dated September 4, 2007 for more information regarding the Taylor
silver resource).
--------------------------------------------------------------------------
Taylor Project Mineral Resource - 1.2 oz/t cut-off
--------------------------------------------------------------------------
Ore Tons Silver Grade Contained Silver
Resource Class (thousand tons) (ounces/ton) (ounces)
--------------------------------------------------------------------------
Measured (M) Mineral
Resource 1,238 2.50 3,095,000
--------------------------------------------------------------------------
Indicated (Id) Mineral
Resource 5,195 2.27 11,793,000
--------------------------------------------------------------------------
Total M+Id 6,433 2.31 14,888,000
--------------------------------------------------------------------------
Inferred (If) Mineral
Resource 757 2.54 1,923,000
--------------------------------------------------------------------------
Fury recently filed applications for both the Plan of Operations
to the US Forest Service and the Water Pollution Control permit to
the Nevada Division of Environmental Protection in connection with
its redevelopment efforts at Taylor and is estimating mine
reopening for Q1 2009.
Fury is also actively exploring two early stage projects in
Mexico to complement its late stage development efforts at Taylor.
The Guijoso and Magistral concessions, both located in Jalisco
State have been the subject of recent drill programs. Fury has yet
to receive assays from drilling at Guijoso, which hosts high grade
silver in vein structures totaling 2km in combined length.
Magistral, a district scale copper / gold project is the subject of
an ongoing drill program being conducted and funded by JV partner,
Southern Silver Exploration.
About the new Company (the "Resulting Issuer")
The merger of Fury and Golden Predator along with their
subsidiaries will form a new, well financed, mid tier force in the
Nevada precious and strategic metals exploration and development
arena. The Resulting Issuer intends to aggressively leverage its
strategic advantage of existing production facilities, revenue
stream, quality properties, highly experienced and talented
production and management personnel, and a strong balance sheet to
create a leader in the North American mining sector. The Resulting
Issuer will be headquartered in Vancouver, British Columbia. It is
anticipated that the existing Golden Predator management team will
lead the new company. The board of directors of the Resulting
Issuer will include Golden Predator's current board as well Steve
Vanry and Trevor Moss, from Fury Exploration's current board. Mr.
Vanry, Fury's President and CEO, will continue with the Resulting
Issuer in an active role. In addition, Ken Thorsen, a current
director of Fury, will become a member of the board of technical
advisors to the Resulting Issuer.
Proposed Directors and Management
James G.G. Watt - Proposed Director; Founding Director and
ex-Chairman of Energy Metals Corporation, Fellow of the Institute
of Canadian Bankers and Associate of the Institute of Bankers of
Scotland.
William M. Sheriff, B.S. - Proposed Director, President &
CEO; Formerly Chairman and co-founder of Energy Metals Corporation,
Director of Uranium One Inc., Eurasian Minerals and Midway Gold
Corp.
Barry D. Rayment, Ph.D. - Proposed Director; President of Mining
Assets Corp., Director of European Minerals Corporation, Delta
Mining & Exploration Corp. and former Director and President of
Bema Gold.
David M. Cole, M.S., P.Geo. - Proposed Director; Currently
President & CEO of Eurasian Minerals, formerly Director of
Energy Metals Corporation.
William B. Harris, B.A., M.B.A. - Proposed Director; Partner
Solo Management Group, formerly President & CEO Hoechst Fibers
Worldwide, and Executive VP and Director, Celanese Canada Inc.
Former Director Energy Metals Corporation.
Steven E. Vanry, CFA, CIM - Proposed Director; 17 years finance
experience in natural resource sector. Director, President &
CEO Fury Explorations since 2002, Director Cue Resources, member
CFA Institute and Vancouver Society of Financial Analysts.
Trevor A. Moss, P.ENG - Proposed Director; Over 25 years of
minerals industry operations and development experience for
international private and public companies. He has undertaken
activities with major and junior mining companies such as Cyprus
Amax, Barrick, Gabriel Resources and Tiberon Minerals, combined
with contracting experience with Kvaerner E&C.
Art Ettlinger, Ph.D., P.Geo. - Proposed COO; Over 25 years of
mineral exploration experience working on gold platinum diamond,
uranium and petroleum projects throughout the northern hemisphere.
Formerly with Schlumberger, Chevron, Orvana, Santa Fe and Yorkton
Securities.
Peter J. Bosse, M.S. - Proposed VP Metallurgical Engineering;
40-years experience in metallurgy, mine management, design,
engineering and construction. Formerly with Anglo American, Caraiba
Metals, Wyoming Minerals, Rocky Mountain Energy, West Gold and
Coastech Resources.
Ed Devenyns - Proposed VP of Lands and Corporate Development; 9
years experience in business development and mineral land
management associated with the precious metal, coal and uranium
exploration/mining industry. Formerly with Santa Fe Pacific
Minerals Corporation, Romarco Minerals Inc. and Metallic Ventures
Gold Inc.
George Lim, CA, CGA - Proposed CFO; Over 30 years of accounting
and financial management expertise. Formerly CFO Energy Metals,
former CFO of a group of companies involved in the mining industry
in North and South America, Australia and Africa.
Christine Thomson - Proposed Corporate Secretary; Over 15 years
experience managing the corporate administration of public
companies. For the past 10 years Ms. Thomson has worked primarily
for mining companies listed on the exchange, the Toronto Stock
Exchange, and the Alternative Investment Market of the London Stock
Exchange.
Transaction Summary
Under the terms of the LOI, each common share or convertible
security of GPM will be exchanged for 2.5 common shares or
convertible securities of FUR (the "Conversion Ratio"). The
exercise prices of the GPM convertible securities will be adjusted
in accordance with the Conversion Ratio.
Subsequent to the acquisition of GPM, FUR is proposing to
undertake a share consolidation on a one new for 2.5 old basis, and
change its name to Golden Predator Mines, Inc. Post consolidation,
the Resulting Issuer will have 53,278,160 shares, 26,833,720
warrants, and 4,264,501 incentive stock options issued and
outstanding.
The Transaction is expected to be completed by way of a
statutory plan of arrangement under the Business Corporations Act
(British Columbia). After completion of the transaction, it is
expected that current FUR shareholders will own approximately 21%
of the Resulting Issuer and current Golden Predator shareholders
will own approximately 79% of the Resulting Issuer.
Following preparation of a fairness opinion by Fury and
completion of satisfactory due diligence by both companies, Fury
and GPM will prepare a joint information circular to be presented
to the shareholders of Fury and GPM.
This Transaction is subject to completion of satisfactory due
diligence, a definitive Arrangement Agreement, shareholder approval
of FUR and GPM, approval of the British Columbia Supreme Court and
receipt of applicable regulatory approvals, including the approval
of the TSX Venture Exchange. No assurance can be given that any
such approvals will be obtained.
Fury's exploration activities are conducted under the
supervision of Mr. Ken Thorsen, who is a qualified person under
NI43-101 and is responsible for the technical information in this
news release relating to Fury. GPM's exploration activities are
conducted under the supervision of Dr. Art Ettlinger, who is a
qualified person under NI43-101 and is responsible for the
technical information in this news release relating to GPM.
FURY EXPLORATIONS LTD.
Steve Vanry, CFA, President & CEO
GOLDEN PREDATOR MINES, INC.
William M. Sheriff, President & CEO
Completion of the transaction is subject to a number of
conditions, including TSX Venture Exchange acceptance,
disinterested Shareholder approval, completion of satisfactory due
diligence, a definitive Arrangement Agreement and approval of the
British Columbia Supreme Court. 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 to be prepared in connection with
the transaction, any information released or received with respect
to the RTO may not be accurate or complete and should not be relied
upon. Trading in the securities of Fury Explorations Ltd. should be
considered highly speculative.
Forward-Looking Statements: Statements in this release that are
forward-looking statements are subject to various risks and
uncertainties concerning the specific factors disclosed under the
heading "Risk Factors" and elsewhere in the corporations' periodic
filings with Canadian Securities Regulators. Such information
contained herein represents management's best judgment as of the
date hereof based on information currently available. Statements in
this press release other than purely historical information,
including statements relating to the company's future plans and
objectives or expected results, constitute forward-looking
statements. Forward looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties
inherent in the company's business, including risks inherent in
mineral exploration and development. The company does not assume
the obligation to update any forward-looking statement.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Contacts: Fury Explorations Ltd. Steve Vanry, CFA President
& CEO (604) 689-1810 (604) 689-1817 (FAX) Website:
www.furyexplorations.com Golden Predator Mines, Inc. William M.
Sheriff President & CEO (972) 333-2214
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