Argosy and Calliope Announce Merger.VANCOUVER, British Columbia--(BUSINESS WIRE)--March 9, 1999--Argosy Mining (VSE See DOS/VSE. VSE - Virtual Storage Extended :AGO.) Calliope calliope, in music calliope, in music, an instrument also called steam organ or steam piano in which steam is forced through a series of whistles controlled by a keyboard. (VSE:CYO CYO abbr. Catholic Youth Organization CYO n abbr (US) (= Catholic Youth Organization) → JC f .) Argosy Mining Corp. and Calliope Metals Corporation announce a plan to merge the two companies, to bring together a substantial inventory of high quality nickel laterite laterite Soil layer rich in iron oxide and sometimes aluminum, derived from a wide variety of rocks by leaching. It forms in tropical and subtropical regions where the climate is humid. resources while retaining a significant exposure to gold. Subject to the satisfaction of certain conditions precedent, including completion of legal due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. reviews satisfactory to each company and shareholder, regulatory and court approvals, Argosy and Calliope have entered into an agreement whereby they propose to combine their assets by a plan of arrangement under the Yukon Business Corporations Act (the "Arrangement"). Under the Arrangement, Calliope would acquire all the outstanding common shares of Argosy in exchange for common shares of Calliope on the basis of 3 Calliope common shares for 5 Argosy common shares. As a result of the Arrangement, Argosy would become a wholly-owned subsidiary of Calliope. Except in relation to the acquisition of the outstanding shares of Andover Resources N.L. announced by Argosy February 11, 1999, there are no outstanding options, warrants or other rights to acquire Argosy common shares. This arrangement, and the enhanced asset base will facilitate the on-going working capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. of the two companies. As a result of the Arrangement, a unified management group will be formed, with extensive experience in corporate finance, project management and mineral exploration. The Arrangement will also result in shareholders of Argosy and Calliope becoming shareholders of a company with a larger shareholder spread which should provide enhanced liquidity. The Arrangement will also create operational efficiencies by eliminating the duplication of accounting, legal, corporate and administrative procedures. On completion of the Arrangement, the combined entity will have three major advanced-stage projects, the Nakety and Musongati nickel-laterite projects and the Kremnica gold project. These projects are at different stages of development and each requires a different level of technical evaluation The study and investigations by a developing agency to determine the technical suitability of material, equipment, or a system for use in the Military Services. See also operational evaluation. and financing to achieve fruition. The Nakety nickel-laterite project in New Caledonia New Caledonia, Fr. Nouvelle Calédonie, internally self-governing territory of France (2005 est. pop. 216,000), land area 7,241 sq mi (18,760 sq km), South Pacific, c.700 mi (1,130 km) E of Australia. , has the benefit of an excellent orebody, advanced engineering and favorable indicative economics even at prevailing metal prices, providing an excellent near-term development opportunity. The Musongati nickel-laterite project in Africa is unique, being a large high-grade nickel-cobalt deposit with low resource risk. The timing to achieve production is medium term as the project requires staged expenditures to complete a feasibility study "A Feasibility Study" is an episode of the original The Outer Limits television show. It first aired on 13 April, 1964, during the first season. It was remade in 1997 as part of the revived The Outer Limits series with a minor title change. prior to a development decision in 2001. The Nakety and Musongati nickel-laterite projects will both benefit from the pressure acid leach technology currently being utilized by four nickel-laterite mines, three of which are new integrated plants in Australia. This technology should reduce projected production costs substantially in the industry. The Kremnica gold project in the Slovak Republic represents one of the largest undeveloped gold resources in central Europe Central Europe is the region lying between the variously and vaguely defined areas of Eastern and Western Europe. In addition, Northern, Southern and Southeastern Europe may variously delimit or overlap into Central Europe. . The resource requires higher gold prices or a financially strong joint venture partner, to be financed to production at present. However, it does provide excellent leverage to higher gold prices. Argosy and Calliope have remarkable synergies given their portfolio of projects and executive skills. The combined entity will have exclusive rights to a nickel laterite inventory that is higher grade and larger than that held by any other junior exploration company in the world. Calliope's nickel expertise and the engineering database from Nakety can be applied to Musongati resulting in both cost and time savings in its development. Importantly, the combined cash position of C$8.3 million is sufficient to meet the immediate objectives of both companies and provide on-going working capital. An independent valuator, Pincock, Allen & Holt of Vancouver, BC was retained by the independent directors of Argosy and by Calliope to prepare a valuation report and fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. on the two companies. This report includes an opinion of the fair market value of the Argosy and Calliope common shares as at February 23, 1999 and an opinion as to the appropriate range of share exchange ratios based on the valuation conclusions. Argosy and Calliope intend to submit the Arrangement to shareholders for consideration at shareholder meetings presently scheduled for April 21, 1999. ON BEHALF OF THE BOARD OF ARGOSY MINING CORP. Yale R. Simpson, President and Chief Executive Officer ON BEHALF OF THE BOARD OF CALLIOPE METALS CORPORATION Peter H. Lloyd, President and Chief Executive Officer CAUTIONARY STATEMENT The Vancouver Stock Exchange Vancouver Stock Exchange (VSE) A securities and options exchange in Vancouver, British Columbia, (Canada), specializing in venture capital companies. Vancouver Stock Exchange See Canadian Venture Exchange (CDNX). has neither approved nor disapproved the contents of this News Release. This News Release includes certain "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization Mineralization The process by which the body uses minerals to build bone structure. Mentioned in: Rickets mineralization, n the bioprecipitation of an inorganic substance. and reserves, exploration results, and future plans and objectives of our company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed under the heading "Risk Factors" and elsewhere in our documents filed from time to time with The Vancouver Stock Exchange, the U.S. Securities and Exchange Commission and other regulatory authorities. All subsequent written and oral forward-looking statements attributable to our company or persons acting on its behalf are expressly qualified in their entirety by this notice. |
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