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Au Martinique Silver Inc. Completes Acquisition of Au Martinique Inc.


ORLEANS, Ontario -- Au Martinique Silver Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:AAX AAX Automated Attendant Exchange ) (the "Corporation") (formerly "Marcus Energy Holdings Inc.") is pleased to announce that it has acquired 9,319,413 common shares or 96.18% of the issued and outstanding common shares of Au Martinique Inc. ("Martinique") pursuant to the terms of a share exchange agreement dated May 2, 2005 (the "Share Exchange Agreement") entered into between the Corporation, Martinique and the shareholders of Martinique. At a special meeting of shareholders held on Thursday July 8, 2005, the shareholders of the Corporation approved the acquisition of Martinique by authorizing the issuance of up to 14,534,120 common shares and 6,576,825 common share purchase warrants (the "Martinique Warrants") to the shareholders of Martinique in exchange for their shares and warrants in the capital of Martinique on the basis of 1.5 common shares and common share purchase warrants in the capital of the Corporation for each common share and common share purchase warrant in the capital of Martinique. The Martinique Warrants are exercisable at $0.30 USD USD

In currencies, this is the abbreviation for the U.S. Dollar.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 per common share of the Corporation at any time prior to the close of business on December 31, 2006.

Pursuant to the terms of the Share Exchange Agreement, the Corporation will acquire all of the issued and outstanding common shares and common share purchase warrants in the capital of Martinique. The Corporation has not acquired an aggregate of 370,000 common shares (the "Lost Shares") in the capital of Martinique as those shares have been reported lost by certain shareholders of Martinique. The Lost Shares will be acquired by the Corporation on the same terms and conditions as outlined in the Share Exchange Agreement once the shareholders have completed all actions necessary to issue replacement certificates. The Corporation has issued an aggregate of 555,000 common shares (the "Acquisition Shares") in its capital for the acquisition of the Lost Shares. The Acquisition Shares are being held in escrow until such time that replacement certificates are issued and the shares are transferred to the Corporation.

Pursuant to TSX Venture Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions ("Policy 5.4") an aggregate of 7,117,295 common shares (the "Escrowed Shares Escrowed Shares

Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives.
") owned by 16 individuals have been deposited in escrow with Equity Transfer Services Inc. to be held in escrow pursuant to the terms of a Value Security Escrow Agreement Escrow Agreement

A certificate provided by an approved bank that guarantees the indicated securities are deposited at that particular bank.

Notes:
For example, an investor who writes a call option and can present an escrow agreement is considered covered.
 (the "Escrow Agreement"). Policy 5.4 and the Escrow Agreement provides for automatic releases of the Escrowed Shares at the following dates:
(i)     ten percent (10%) of the escrowed shares will be released on
        the date that the TSX Venture Exchange approves the listing
        of the Corporation's common shares (the "Acceptance Date");

(ii)    fifteen percent (15%) of the Escrowed Shares will be released
        on the six (6) month anniversary of the Acceptance Date;

(iii)   fifteen percent (15%) of the Escrowed Shares will be released
        on the twelve (12) month anniversary of the Acceptance Date;

(iv)    fifteen percent (15%) of the Escrowed Shares will be released
        on the eighteen (18) month anniversary of the Acceptance
        Date;

(v)     fifteen percent (15%) of the Escrowed Shares will be released
        on the twenty four (24) month anniversary of the Acceptance
        Date;

(vi)    fifteen percent (15%) of the Escrowed Shares will be released
        on the thirty (30) month anniversary of the Acceptance Date;
        and

(vi)    fifteen percent (15%) of the Escrowed Shares will be released
        on the thirty six (36) month anniversary of the Acceptance
        Date.

In addition, an aggregate of 2,932,500 of the Escrowed Shares owned
by 12 individuals will be placed, upon release, into a secondary
escrow agreement (the "Secondary Escrow Agreement"). The Secondary
Escrow Agreement provides for automatic releases of the common shares
at the following dates:

(i)     one-third (1/3) of the escrowed shares will be released on
        the Acceptance Date;

(ii)    one-third (1/3) of the escrowed shares will be released on
        the one (1) year anniversary of the Acceptance Date; and

(iii)   one-third (1/3) of the escrowed shares will be released on
        the two (2) year anniversary of the Acceptance Date.



In connection with the acquisition of Martinique, the shareholders of the Corporation approved, among other things, changing the name of the Corporation from Marcus Energy Holdings Inc. to its current form, Au Martinique Silver Inc. and elected a new board of directors of the Corporation.

Martinique is a junior mining company. Pursuant to an agreement dated February 28, 2004, entered into between Martinique, Intrepid Minerals Corporation ("Intrepid") and Intrepid's wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
, Triada S.A. de C.V. (the "Option Agreement"), Martinique was granted an option to earn a 50% interest in the Cerro Petancol Property located in El Salvador El Salvador (ĕl sälväthōr`), officially Republic of El Salvador, republic (2005 est. pop. 6,705,000), 8,260 sq mi (21,393 sq km), Central America. . Pursuant to the terms of the Option Agreement, Martinique will acquire a 50% interest in the property by spending an aggregate total of US$425,000 over a three (3) year period (US$75,000 in the first year, US$130,000 in the second year and a further US$220,000 in the third year), on the property and issuing a total of 500,000 common shares (200,000 in the first year, 100,000 in the second year and 200,000 in the third year). As of the date hereof, approximately US$330,000 has been expended and 300,000 common shares have been issued to Intrepid. The Corporation has assumed all responsibilities and liabilities under the Option Agreement and will continue with the exploration of the Cerro Petancol Property. As such, an aggregate of 300,000 common shares in the capital of the Corporation will be issued to Intrepid pursuant to the terms of the Option Agreement.

Information pertaining to the Petancol Property can be found in an independent technical report dated May 9, 2005 (the "Petancol Report") which was prepared by A.R. Miller Ph.D. P.Geo., Professional Geologist, and is available for viewing on the SEDAR SEDAR System for Electronic Document Analysis and Retrieval
SEDAR Southeast Data, Assessment, and Review
 website (www.sedar.com) under the Corporation's profile.

The Corporation will be the operator and will retain the services of Intrepid's management team to complete the work. As Intrepid has a substantial work force in El Salvador, the Corporation will have access to competent assistance and be able to realize considerable savings with respect to overhead costs overhead costs

see fixed costs.
 that will permit more funds to be expended on exploration.

Once Martinique has earned its 50% interest in the Petancol Property, it is the intention of the parties to form a joint venture to continue work on the Petancol Property. A joint management committee will be formed to manage the joint venture. The joint venture will be subject to standard dilution practices based on financial participation by the partners. A 2% NSR NSR
abbr.
normal sinus rhythm


NSR Normal sinus rhythm, see there
 is recognized as due and payable by the joint venture to the Government of El Salvador upon production.

A two (2) phase work program aggregating $608,200 has been recommended by the Petancol Report with a Phase 1 budget of $272,800, which has been fully expended as of the date hereof and a Phase 2 budget of $335,400.

The new directors of the Corporation are Messrs. Robin B. Dow, Paul W. Pitman, James M. Franklin, Jeffrey T. Klenda, Eric Craigie, Paul Macdonell and Paul Jones Paul Jones can refer to:
  • John Paul Jones, American naval hero
  • John Paul Jones (musician), bassist for the band Led Zeppelin
  • Paul Jones (singer), BBC Radio 2 DJ & singer
  • Paul Jones (footballer), a goalkeeper who has played for Wolves and Southampton
. In addition, Mr. Pitman has also been appointed President and Mr. Dow was also appointed Chief Executive Officer.

Mr. Dow is an independent businessman. Mr. Dow has over 25 years experience in consulting or funding private and public corporations and has raised approximately $30 million for junior energy and mining companies since 1994. Mr. Dow has held various positions, including senior executive management in the brokerage industry in Calgary from 1976 to 1988. Mr. Dow is currently the C.E.O. of Phoenix Matachewan Mines Inc., Patrician Diamonds Inc. and Ur-Energy Inc.

Mr. Pitman has over 30 years experience as an exploration geologist. From 1970 to mid 1983 he worked for three major mining companies - Gulf Minerals, Union Minier of Belgium and BP Resources Canada - on a number of commodities including gold and silver. Since 1983 he has acted as a geological consultant to over 50 clients. Mr. Pitman is a registered professional geologist in Ontario and Manitoba.

Dr. Franklin Dr. Franklin is a fictional villain from The Six Million Dollar Man and The Bionic Woman television series portrayed by actor, John Houseman and usually considered a fan favorite among viewers of both series.  is an Adjunct Professor at Queen's University Queen's University, at Kingston, Ont., Canada; nondenominational; coeducational; founded 1841 as Queen's College. It achieved university status in 1912. It has faculties of arts and sciences, education, law, medicine, and applied science, as well as schools of  and, since 2001, at Laurentian University. Dr. Franklin has over 37 years experience as a geologist. He is a Fellow of the Royal Society Fellow of the Royal Society is an honour accorded to distinguished scientists and a category of membership of the Royal Society. Fellows are entitled to put the letters FRS after their name.

Up to 44 new fellows are elected each year by ballot of the existing fellows.
 of Canada. He is a past President of the Geological Association of Canada The Geological Association of Canada promotes and develops the geological sciences in Canada. The organization holds conferences, meetings and exhibitions for the discussion of geological problems and the exchange of views in matters related to geology.  and of the Society of Economic Geologists The Society of Economic Geologists, founded in 1920, is a scientific organization that promotes the study of geology as it relates to mining, mineral exploration, and mineral extraction. The society's Publication Board publishes the scientific journal Economic Geology. . He retired as Chief Geoscientist, Earth Sciences Sector, of the Geological Society of Canada in 1998. He is currently a director of Phoenix Matachewan Mines Inc., Patrician Diamonds Inc., Ur-Energy Inc. and RJK RJK Rijeka, Croatia (Airport Code)
RJK Rajajääkärikomppania (Finnish) 
  Explorations Ltd.

Mr. Klenda is a stockbroker, specializing in venture capital offerings. He received the Certified Financial Planner Certified Financial Planner (CFP)

A person who has passed examinations accredited by the Certified Financial Planner Board of Standards, showing that the person is able to manage a client's banking, estate, insurance, investment, and tax affairs.
 (CFP 1. CFP - Constraint Functional Programming.
2. CFP - Communicating Functional Processes.
3. CFP - Call For Papers (for a conference).
) designation in 1985 and remains a member of the International Board of Standards and Practices for Certified Financial Planners (IBCFP IBCFP International Board of Standards and Practices for Certified Financial Planners, Inc. ). In 1988, Mr. Klenda started Klenda Financial Services, Inc., an independent financial services company providing investment advisory services advisory services

advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal
 to high-end individual and corporate clients as well as providing venture capital to corporations seeking entry to the U.S. securities markets.

Mr. Craigie has over 35 years experience as an exploration geologist. His career began in 1970, working on gold, base metal and uranium projects in central and northern Canada. From 1978 until 1984, he managed the eastern Canadian exploration office of BP Minerals and from 1984 until 1992 he was Senior Geologist in charge of Special Projects and diamond exploration for the Selection Trust Division of BP Resources. Since 1992, he has been a principal of Shadowood Exploration Services and has consulted for diamond, base and precious metal and uranium explorers in Canada, USA, Africa and Asia. He is currently President of Patrician Diamonds Inc. and is also a director of Ur-Energy Inc.

Mr. Macdonell is a Conciliation conciliation: see mediation.  Officer for the Government of Canada The Government of Canada is the federal government of Canada. The powers and structure of the federal government are set out in the Constitution of Canada.

In modern Canadian use, the term "government" (or "federal government") refers broadly to the cabinet of the day and
. Mr. Macdonell was also employed by the Amalgamated Transit Union The Amalgamated Transit Union (ATU) is a labor union in the United States and Canada, representing workers in the transit system and other industries.

The ATU was founded in 1892, and today has more than 180,000 members in more than 273 local unions in 46 states and 9
 since 1976, serving as President from 1996 to 2000.

Mr. Jones has 20 years experience as an exploration geologist for a number of Canadian based junior exploration and development companies. He has been responsible for the planning, implementation, supervision, reporting and management of numerous exploration programs throughout Canada. For the most part these programs have focused on the search for gold, nickel-platinum group elements and copper-zinc. He is also the president and a director of Phoenix Matachewan Mines Inc.

In addition, Mr. John McNeice has been appointed the Chief Financial Officer of the Corporation. Mr. McNeice currently acts as a financial consultant to emerging private and junior public companies. Previously, from 1990 to 2003, he had 13 years of public accounting experience with PricewaterhouseCoopers LLP LLP - Lower Layer Protocol  where he specialized in servicing private and public technology and life science companies. Mr. McNeice is both a Chartered Accountant and a Certified Public Accountant Certified Public Accountant (CPA)

An accountant who has met certain standards, including experience, age, and licensing, and passed exams in a particular state.
 (Illinois). He is also Chief Financial Officer of Patrician Diamonds Inc., Phoenix Matachewan Mines Inc. and Ur-Energy Inc. (all since September, 2004).

The Corporation would also like to announce that, on July 29, 2005, it completed a non-brokered private placement of 2,583,240 units to various arms' length parties at a price of $0.0967776 per unit. Each unit is comprised of one (1) common share and one (1) common share purchase warrant (the "Corporation Warrant"). Each Corporation Warrant is exercisable at $0.15 CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network.  per common share at any time prior to the close of business on August 1, 2007.

Northern Securities Inc. acted as the Corporation's sponsor (the "Sponsor") in connection with the application to the TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 for the listing of the Corporation's common shares after the completion of the acquisition of Martinique. The Sponsor is not a related or connected party to either the Corporation or Martinique under applicable securities legislation. The Sponsor has been paid a fee of $20,000 for the completion of a sponsorship report prepared for the TSX Venture Exchange and was issued an aggregate of 120,000 units, each unit comprised of one (1) common share at a deemed value of $0.16667 CDN per common share and one (1) common share purchase warrant (the "Northern Warrant"). Each Northern Warrant is exercisable at $0.35 CDN per common share at any time prior to the close of business on December 5, 2007.

Information pertaining to the acquisition of Martinique can be found in the Corporation's information circular Information Circular

A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting.

Notes:
Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible
 dated June 7, 2005 which is available for viewing on the SEDAR website (www.sedar.com) under the Corporation's profile.

The current issued and outstanding capital of the Corporation consists of 20,680,050 common shares and 9,160,065 warrants of which 2,583,240 warrants are exercisable at $0.15 CDN per common share until close of business on August 1, 2007, 6,576,825 warrants are exercisable at $0.30 USD per common share until close of business on December 31, 2006 and 120,000 warrants are exercisable at $0.35 CDN per common share until close of business on December 5, 2007.

As at the opening of trading on December 19, 2005, the Corporation's common shares will commence trading on Tier 2 of the TSX Venture Exchange under the symbol "AUU AUU Adelaide University Union ".

To unsubscribe To cancel a service. It is often possible to unsubscribe to an e-mail service by typing the word "unsubscribe" into a reply message. Contrast with subscribe. See opt-out.  please click reply and type in UNSUBSCRIBE in the subject line.

The TSX Venture Exchange has not reviewed and does not accept resp onsibility for the adequacy or accuracy of this release.

Au Martinique Silver Inc. (TSX VENTURE:AAX)
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Dec 16, 2005
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