Centurion Mines and Royal Silver Mines Plan to Merge.SALT LAKE CITY--(BUSINESS WIRE)--Nov. 24, 1997--Centurion Mines Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CTMC CTMC Canadian Tobacco Manufacturers' Council CTMC Continuous Time Markov Chain CTMC Classical Trajectory Monte Carlo CTMC Central Texas Medical Center (San Marcos, Texas) CTMC Communication Theory Mini-Conference ) and Royal Silver Mines, Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:RSMI) announced plans to combine the two companies. Centurion will contribute its substantial Utah patented mining properties including the OK Copper SX/EW project currently under construction, its Tintic Mining District holdings, and its exploration properties in Utah. Royal will contribute its extensive patented Idaho Coeur d'Alene silver district holdings, and its exciting advanced mining development projects in Mexico and Chile, including its major Mocha Mocha (mō`kə), town (1990 est. pop. 2,000), S Yemen, a port on the Red Sea. It was noted for the export of the coffee to which it gave its name but declined as a trading port in the late 19th cent. with the rise of Hodeida and Aden. district (Chile) copper project presently under contract with Teck Corporation of Canada. The combination of the companies will provide significant operational efficiencies, improved share marketability and increased access to capital markets. Preliminary merger plans have been approved by boards of both companies and will be implemented as rapidly as 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. , the formalization of legal agreements, and regulatory approvals can be obtained. Plans are to maintain the present Centurion listing on the NASDAQ Small Cap trading system with a new corporate name and trading symbol Trading symbol See: Ticker symbol . Centurion further announced that substantial restructuring of its Board of Directors and management will occur at the 1998 Annual Shareholders meeting scheduled for January 30, 1998. The new slate of directors will include David Morgan (present Centurion Board), Howard Crosby, John Ryan and Kevin Stulp (of the present Royal Board) plus Larry Keyes (former President of Emerson Electric, St. Louis). Howard Crosby will serve as the new CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. in place of Spenst Hansen, who has announced his retirement effective upon completion of the merger. Centurion brings its large diverse retail shareholder base while Royal Silver brings significant institutional investment support. Centurion will immediately purchase certain Coeur d'Alene silver properties plus other patented mining properties presently owned by Royal for Centurion shares presently valued at about $1.5 million as the first stage in the combination of the companies. The companies will retain an investment banking firm to provide valuation of the assets of the two companies and to prepare a 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. as a basis for the specific share exchange ratio. "The combined companies will have near term cash flow from the OK Copper Mine SX/EW plant currently being brought to production near Milford, Utah, and will also participate in a world-class Chilean porphyry copper deposit porphyry copper deposit A large body of igneous rock, having distinct crystals in a relatively fine-grained base, that contains chalcopyrite and other sulfide minerals. which is currently being explored by Royal in joint venture with Teck Corporation," said Howard Crosby, CEO of Royal. "Furthermore, with Centurion's Tintic Properties added to Royal's silver holdings, the combined company will have a portfolio of high-grade silver properties with over 100 million ounces of past production, making us one of the few highly leveraged silver equity plays in the world," Crosby added. Centurion Mines Corporation is a significant owner of gold, silver and copper mining properties in Utah (USA). Royal Silver Mines, Inc. is a U.S. exploration company with projects in Idaho, Mexico and Chile. -0- Note to Editors: Centurion stock quotations reported daily in The Wall Street Journal, NASDAQ Small Cap symbol CntMne. Royal stock quotations available through the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. under the symbol RSMI. CONTACT: Centurion Mines Corporation David Nahmias, 800/361-6914 LaRoy Orr, 801/534-1120 |
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