Muskox Minerals Corp. Completes and Proposes Major Transaction.VANCOUVER, BRITISH COLUMBIA--(BUSINESS WIRE)--May 14, 1998--Muskox (Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). :MSK MSK Musculoskeletal MSK Minimum Shift Keying MSK Moscow Time Zone (GMT+3) MSK Mad Society Kings MSK Mujhse Shaadi Karogi (Hindi film) MSK Microbiological Society of Korea .) Muskox musk·ox or musk ox n. pl. musk·ox·en A large, stocky, oxlike bovid (Ovibos moschatus) native to the coastal regions of northern Canada and Greenland, having broad flat horns with curved tips and a long, shaggy, brown or Minerals Corp. (the "Corporation") is pleased to announce that it has successfully completed a junior capital pool offering of 1,400,000 common shares for gross proceeds of $280,000. The Corporation has entered into a letter of intent dated effective May 5, 1998 with the directors of Muskox Holdings Ltd. ("Targetco"). Through powers of attorney and on behalf of the shareholders of Targetco, the directors have agreed to sell all of the issued and outstanding shares of Targetco. It is anticipated that the acquisition will be by way of an offer to purchase and takeover bid Noun 1. takeover bid - an offer to buy shares in order to take over the company two-tier bid - a takeover bid where the acquirer offers to pay more for the shares needed to gain control than for the remaining shares to be made by the Corporation to purchase all of the issued and outstanding shares of Targetco. The consideration shall be payable by the issuance of 1 common share of the Corporation at a deemed price of $0.20 per common share for each issued and outstanding common share of Targetco. It is expected at the time of the acquisition, Targetco will have approximately 12,500,000 common shares issued and outstanding. Targetco is a private company incorporated on July 7, 1997 pursuant to the Company Act (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 ). Targetco owns 108 mineral claims in the Nunavat area of the Northwest Territories Northwest Territories, territory (2001 pop. 37,360), 532,643 sq mi (1,379,028 sq km), NW Canada. The Northwest Territories lie W of Nunavut, N of lat. 60°N, and E of Yukon. (collectively, the "Properties"). The Properties include 94 claims staked pursuant to the Canada Mining Regulations and 14 claims which are the subject of concession agreements Concession Agreement A right granted by a government to a corporation. It specifies rules under which the company can operate locally. Notes: Some concession agreements might include tax breaks for the corporation, in order to keep them from moving to another jurisdiction. with the Nunavat Tunngavik Corporation. All of the Properties are subject to a 2 percent gross overriding (programming) overriding - Redefining in a child class a method or function member defined in a parent class. Not to be confused with "overloading". royalty in favour of Geosite Research Corp. Geosite Research Corp. is owned by the Charlton Family Trust, which also owns shares in Targetco. Approximately $2,100,000 has been spent by Targetco or its predecessors in connection with the acquisition, exploration and development of the Properties. An additional $400,000 was recently raised by Targetco by way of flow-through share funding, and will be spent on the mineral properties in the ordinary course of business of Targetco. The Corporation anticipates further exploration will be for base metals on the Properties. The Corporation may decide to complete a private placement and/or grant stock options to qualified individuals in conjunction with the Major Transaction described above. A $0.20 price is hereby reserved for such private placements and granting of stock options, should management of the Corporation decide to proceed with these transactions. The Corporation is a junior capital pool company and the acquisition of the issued and outstanding shares of Targetco is intended to constitute the Corporation's Major Transaction pursuant to Rule 46-501 and Companion Policy 46-501CP of the Alberta Securities Commission and Circular No. 7 of The Alberta Stock Exchange, or their successors as applicable and is an arm's length transaction Arm's Length Transaction A transaction in which the buyers and sellers of a product act independently of each other and have no relationship to each other. Notes: Such a transaction is absent of any pressure sales tactics or relationships among the various parties. . As such, the transaction is subject to the approval of The Alberta Stock Exchange and the Corporation's minority shareholders. THE ALBERTA STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED THE INFORMATION CONTAINED HEREIN. CONTACT: Muskox Minerals Corp. Harry McGucken, 604/683-2677 |
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