Committee Bay to Acquire Matador Exploration Inc.: $6,000,000 Financing Announced.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- Not for distribution to United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. newswire services or for dissemination in the United States. Committee Bay Resources Ltd. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:CBR (1) (Computer-Based Reference) Reference materials accessible by computer in order to help people do their jobs quicker. For example, this database on disk! (2) (Constant Bit Rate) A uniform transmission rate. ) ("CBR" or "Committee Bay") and Matador matador In bullfighting, the principal performer, who works the capes and attempts to dispatch the bull with a sword thrust between the shoulder blades. Most of the techniques used by modern matadors were established in the 1910s by Juan Belmonte (b. 1894–d. Exploration Inc. (TSX VENTURE:MXN MXN The ISO 4217 currency code for the Mexican Peso. ) ("MXN" or "Matador") are pleased to announce that they have agreed to a business combination whereby Committee Bay will acquire (the "Acquisition") all of the issued securities of Matador on the share exchange ratio of 0.72 shares of Committee Bay for every 1.0 share of Matador. The companies have also signed a Letter Agreement whereby Committee Bay has agreed subject to conditions to provide financing to Matador by way of secured convertible debenture Convertible Debenture Any type of debenture that can be converted into some other security. Notes: For example, a convertible bond can be converted into stock. for the acquisition of certain assets located in the Coolgardie Gold District of Western Australia Western Australia, state (1991 pop. 1,409,965), 975,920 sq mi (2,527,633 sq km), Australia, comprising the entire western part of the continent. It is bounded on the N, W, and S by the Indian Ocean. Perth is the capital. . Committee Bay has also arranged a financing (the "Committee Bay Financing") through a syndicate of investment dealers led by Canaccord Capital Corporation and including Pacific International Securities Inc., Dundee Securities Corp and First Associates Investments Inc., to raise up to $6,000,000 by way of private placement of flow through shares and non-flow units to be sold on a "best efforts" basis. Upon completion of these transactions shareholders increase their direct exposure in combined gold resources to almost 1 million ounces as detailed below. Shareholders will also benefit through the diversification of assets, increased management efficiencies and the ability to conduct exploration on a year round basis. The post-acquisition entity will be positioned to become a leading Canadian junior gold exploration company with enhanced exploration potential, control to two major gold districts and near term production potential.
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Contained Ounces
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Net Net
Inferred Indicated Au
Company Project Inferred (a) Indicated (a) g/tonne
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CBR 3 bluffs 657,000 295,650 4.02
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MXN Redemption 1,080,825 540,412 2.45
JV
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MXN Redemption 315,720 157,860 1.85
JV
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TOTAL 1,737,825 836,062 315,720 157,860
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(a) assuming 45% CBR net interest in 3 bluffs resource.
assuming 50% MXN net interest in Redemption JV Project.
See MXN press release June 22, 2005 and CBR press release November 29, 2004. Background on Committee Bay Committee Bay is a leading exploration company in northern Canada Northern Canada is the vast northernmost region of Canada variously defined by geography and politics. Definitions and usage Also referred to as the Canadian North or (locally) as the North . Together with its technical team CBR management has pioneered the exploration of Committee Bay Greenstone Belt Greenstone belts are zones of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies. , one of the largest and least explored greenstone belts in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. with proven gold potential. The Committee Bay greenstone belt is over 300 km long and is geologically comparable to the great Canadian gold producing greenstone belts of Red Lake, Timmins and Kirkland Lake Kirkland Lake, mining town, E Ont., Canada. An important gold-mining center, gold was discovered there in 1911 and again in the 1980s at Harker. The mining of iron ore and tourism are two other important industries. . Committee Bay together with its joint venture partner, Gold Fields Gold Fields Limited is one of the world’s largest unhedged producers of gold, providing investors with maximum leverage to the gold price. The company was formed in 1998 with the amalgamation of the gold assets of Gold Fields of South Africa Limited and Gencor Limited. Guernsey Limited ("GF"), an indirect subsidiary of Gold Fields Limited, have greater than 1.6 million acres of land with prospective geology and control over 85% of the belt. Currently, GF and Committee Bay have a 55% and a 45% interest in the joint venture, respectively. Committee Bay is currently in the midst Adv. 1. in the midst - the middle or central part or point; "in the midst of the forest"; "could he walk out in the midst of his piece?" midmost of an aggressive C$8.0 million exploration program 2005, which includes drilling on the Raven, Inuk, Three Bluffs, West Plains, Anuri and Betwixt be·twixt adv. & prep. Between. Idiom: betwixt and between In an intermediate position; neither wholly one thing nor another. projects. Four holes of the proposed seven hole spring program were completed at Raven (see news releases of May 19, 23, 2005) and extended the high grade surface gold 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. . Hole RV001 intersected 19.25 g/t Au over 3.41 m starting at 74 m, hole RV002 intersected 36.22 g/t Au over 2.43 m starting at 38 m, and hole RV004 intersected 3.00 g/t over 5.38 m starting from 87 m. A new 5,000 m drill program is now underway, commencing with more drilling at Raven and Three Bluffs. The 2005 program follows a very successful 2004 exploration program where an inferred resource of 4.02 g/t Au for 657,000 ounces (8.0 g/t for 487,000 ounces) was established at Three Bluffs (see press release dated November 29/2004). A number of new high grade discoveries were made along the belt in 2004 bringing the total number of known regions within the belt with demonstrated gold potential to 53. On April 20, 2005, Committee Bay announced that it had reached an agreement with GF whereby Committee Bay would regain operatorship of the project. It was further agreed that Committee Bay would spend the next $10,000,000 in exploration over two years. At this point GF will have the one time right to convert its 55% interest in the project for 7,000,000 shares of CBR at a deemed price of $1.25 per share or retain its 55% interest by committing to fund exploration and development equivalent to 150% of the Project expenditures incurred by CBR. Committee Bay also has a 100% interest in 21 exploration permits covering in excess of 1.5 million acres of prospective terrain located in the northern Canada and two greenfields projects in Argentina. CBR maintains an extensive quality control program in the preparation, shipping and checking of all samples from the property. The program is supervised by Dean McDonald 2. ^ BBC Sport Inverness Caledonian Thistle F.C. (current squad) 1 Fraser • 2 Tokely • 3 McGuire • 4 Watt • 5 McCaffrey • , P.Geo. Ph.D., Vice President of the company, who is the Qualified Person as defined by NI 43-101. Background on Matador Matador is a Canadian-listed company with operations based in the Coolgardie Gold District of Western Australia. The company has been active in Western Australia for over 10 years and has an experienced management and technical team. Matador has an option to acquire a 50% interest in the Redemption Joint Venture "RJV RJV Research Joint Venture RJV Right Jugular Vein " located in Coolgardie from Austminex Ltd. ("Austminex") (ATX-ASX). The Coolgardie Gold District is located approximately 35 kilometres southwest of the "Super Pit" at Kalgoorlie and has historic production in excess of 2.5 million ounces of gold. Current total inferred resources outlined on the project are 1,080,825 oz grading 2.45 grams/tonne and total indicated resources of 315,720 ounces grading 1.85 grams/tonne. See Press release June 22/2005. Matador and Austminex have also entered into an arm's length arm's length adj. the description of an agreement made by two parties freely and independently of each other, and without some special relationship, such as being a relative, having another deal on the side or one party having complete control of the other. agreement to purchase the assets of the Coolgardie gold project ("CGP CGP CommuniGate Pro (messaging e-mail server) CGP Certified Group Psychotherapist CGP Controlled Goods Program (Canadian) CGP Certified Geriatric Pharmacist (pharmacist certification) ") from Herald Resources Ltd. ("Herald") and Leviathan leviathan (lēvī`əthən), in the Bible, aquatic monster, presumably the crocodile, the whale, or a dragon. It was a symbol of evil to be ultimately defeated by the power of good. Resources Ltd which includes the Three Mile mill facility located in Coolgardie. The mill is fully permitted and currently on care and maintenance. The facility is a 1.2 million tonne/year CIL (Common Intermediate Language) The ECMA version of the Microsoft Intermediate Language (MSIL). See CLI. 1. (project) CIL - Component Integration Laboratories. 2. (language) CIL - Common Intermediate Language. mill capable of annual gold production of approximately 140,000 ounces. The Coolgardie District is favorably situated being located near existing infrastructure and labour sources which contribute to lower exploration and production costs. On completion of the "CGP" acquisition , Matador Mining Pty Ltd PTY LTD Propriety Limited (company structure in Australia) ("MMPL MMPL Marine Mammal Pathobiology Laboratory (Fish and Wildlife Research Institute) "), a wholly owned Australian subsidiary of Matador Exploration Inc., will be Operator of the Redemption Joint Venture ("RJV"), holding a 50% interest in the 1.2 mtpa Three Mile CIL processing plant, and all equipment, licenses and performance bonds. MMPL will have an initial 10% interest in the tenements of the joint venture, earning into up to a 50% interest by solely funding AUS AUS abbr. Army of the United States $8 million of exploration to be staged over three years, with a first year spending commitment of AUS$2.7 million. The objective of the RJV is to define sufficient reserves to enable the Three Mile Hill Plant to operate at full capacity for a minimum of 5 years and to commence the first systematic exploration of the consolidated land package. Upon consolidation of these assets the Redemption Joint Venture ("RJV") will become the largest landholder in the Coolgardie Gold District. In addition to the Coolgardie Project Matador has a 100% interest in Jaurdie Hill gold project located NW of Coolgardie and an option to acquire the Bom Jardin gold project in Brazil. Debenture Financing Committee Bay will advance up to C$6,000,000 to Matador in the form of a secured convertible debenture (the "Debenture") to enable Matador to make acquisition related cash payments of approximately AUS$3.3 million due in August 2005 and up to approximately AUS$2.7 million for exploration expenditures to meet Matador's work commitment in connection with its acquisition of a 50% interest in property, plant, equipment and performance bonds of the Redemption Joint Venture and such other matters as approved by Committee Bay. Interest of 5 % per annum Per annum Yearly. will be paid in cash or, at the option of Committee Bay, in shares of Matador at maturity or upon conversion. The security will be a first charge primarily on Matador's rights and interest in the Coolgardie Option. The Debenture will be convertible for a period of two years from issue in units at the price C$0.55 per common share, provided that the Debenture will not be convertible to the extent the number of common shares of Matador issuable upon conversion exceeds 19.9% of the issued shares of Matador without shareholder approval. The funding is subject to closing of the Committee Bay financing. Shareholder approval for the conversion of in excess of 19.9% to be sought at meeting to approve the acquisition. The debenture financing is subject to all necessary regulatory acceptance and approvals. Committee Bay Financing Committee Bay has arranged a financing (the "Committee Bay financing") through a syndicate of investment dealers led by Canaccord Capital Corporation and including Pacific International Securities Inc., Dundee Securities Corp and First Associates Investments Inc. (collectively, the "Agents"), to raise up to $6,000,000 by way of private placement of flow through shares and non-flow units comprising of one share and one share purchase warrant. The offering will be sold on "best efforts" basis. The offering is priced at $0.75 per flow through share and $0.75 for each non flow through unit. Warrants will be exercisable for a period of two years at a price of $1.00. Committee Bay has granted the Agents an option (the "Over-allotment Option" to solicit subscriptions for additional gross proceeds of $2,000,000. The additional subscriptions may be for units or flow-through shares in whatever combination. The Agents must exercise the Over-allotment Option 48 hours prior to the completion of the financing. This financing will be used to carry out exploration of mineral projects in northern Canada, to advance funds to Matador through the Debenture Financing and to provide additional working capital. The financing is not subject to closing of the Matador acquisition transaction described below. The Committee Bay financing is subject to all necessary regulatory acceptance and approvals. Acquisition of Matador Committee Bay and Matador have agreed that Committee Bay will acquire all of the issued securities of Matador by way of a statutory plan of arrangement, on the share exchange ratio of 0.72 shares of Committee Bay for every 1.0 share of Matador, or on the basis of such other method of acquisition mutually agreed to between Committee Bay and Matador and in any case, subject to applicable Committee Bay and Matador shareholder, court and regulatory approvals as well as completion of the convertible debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay . The agreed conversion ratio of Committee Bay for Matador shares is based upon preliminary fairness opinions 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. from independent financial advisors retained by the respective companies, an assessment of the recent trading activity of both Matador and Committee Bay input from the independent directors. Based on the current number of issued shares of Matador and assuming no options or warrants of Matador and no dissent rights are exercised, upon completion of the acquisition Committee Bay would issue approximately 6,511,000 shares of Committee Bay to shareholders of Matador and on a fully diluted basis would issue approximately 10,529,000 shares of Committee Bay to Matador shareholders. Subject to all necessary regulatory approvals, Committee Bay will issue options, warrants and other convertible securities to holders of all of Matador's outstanding options, warrants or other convertible securities, respectively, that provide for rights to acquire shares of Committee Bay comparable to those previously held to acquire shares of Matador, the number of shares and the exercise price of such Matador securities to be adjusted proportionately to reflect the exchange ratio described above, or the parties may agree that all or certain existing options, warrants or other convertible securities of Matador will be cancelled. Upon completion of the acquisition of Matador, it is anticipated that the board of directors of Committee Bay will consist of its current board, being John Williamson John Williamson can refer to different persons:
He made his debut on February 26, 2005 for Bradford City in a 1-1 draw with Walsall, receiving a yellow card. , together with one nominee from Matador who is expected to be Ian Junk. Upon completion of these transactions shareholders will gain exposure in combined gold resources to over 1 million ounces. Shareholders will also benefit through the diversification of assets, increased management efficiencies and the ability to conduct exploration on a year round basis. The post-acquisition entity will be positioned to become one of Canada's leading junior gold exploration companies with enhanced exploration potential, control to two major gold districts and near term production potential. On behalf of the Board MATADOR EXPLORATION INC. /s/ "Ian Junk" Ian Junk, BEng, MAusIMM Director On behalf of the Board COMMITTEE BAY RESOURCES LTD. /s/ "Charles Chebry" Charles Chebry, CMA Director 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. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Committee Bay Resources Ltd. (TSX VENTURE:CBR) Matador Exploration Inc. (TSX VENTURE:MXN) |
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