Union Securities to Sponsor Acquisition of Aurelius Financial Corporation and its Naneng Gold Project in Yunnan, China, by Carlin Gold Corporation
Author: Anonymous
Source: free-articles
Vancouver, BC January 28, 2004 โ€" As appear November 14, 2003, Carlin Gold Corporation (TSX.V โ€" CGD.H) ("Carlin") has entered into an agreement, anachronous, bank of america locations, November 13, 2003, with the shareholders of Aurelius Financial Corporation ("Aurelius"), a British Virgin Islands captivation aggregation which is at arm's breadth to Carlin, to acquirement all of the issued and outstanding shares of Aurelius. Closing of the acquirement will be codicillary aloft the approval of the TSX Adventure Exchange (the "Exchange") and the shareholders of Carlin. As consideration, Carlin will affair seven actor accepted shares to the shareholders of Aurelius at a accounted amount of $0.21 per share.
Aurelius has now entered into a academic annex acceding with Yunnan Geology & Mineral Assets Co. Ltd. ("YGMR") to access an 80-per-cent absorption in the Naneng gold analysis project, amid in the Naneng area, Funing county, Yunnan province, China. The Naneng gold activity comprises two analysis permits totalling 174.06 aboveboard kilometers and an added breadth of 2.16 aboveboard kilometers which adjoins and which YGMR has agreed is to be added to one of the permits. Beneath the acceding of the annex agreement, Aurelius has formed a Sino-foreign collective adventure annex aggregation with YGMR and will advance $3.2-million (U.S.) over three years to acquire an 80-per-cent absorption in the annex aggregation with a first-year minimum addition of $600,000 (U.S.). After Aurelius has becoming its 80-per-cent interest, contributions to the annex aggregation will be fabricated pro rata, 80 per cent by Aurelius and 20 per cent by YGMR. YGMR's absorption can be adulterated to not beneath than 10 per cent if it elects not to accomplish banknote contributions.
Gold mineralization in the Naneng activity breadth is accountability controlled with a accountability arrangement developed forth the acme of an anticlinal bend in Triassic sediments. The accepted gold mineralization at Naneng extends forth the northwesterly trending accountability arrangement over a breadth of 40 kilometres. Aurelius controls this absolute mineralized trend, except for about 12 kilometres of bang breadth which are captivated beneath analysis and mining permits accepted to three bounded Chinese mining companies. The bounded miners are currently open-pit mining and abundance leaching about 6,000 tonnes per day of oxide actual allocation 1.5 to 2.0 grams gold per tonne.
Exploratory plan aural the Naneng activity forth bang from the accepted operations has categorical geochemical clay anomalies and break of agnate appearance boundless mineralization forth the accountability arrangement over a ample distance. Limited testing forth the ambition structure, including the breadth captivated by Aurelius, indicates that the abyss of blaze is capricious alignment from 40 to 130 metres. Forth trend, broadly broadcast apparent trenches accept provided approach samples in the oxide actual alignment from 1.0 to 3.0 grams of gold per tonne over authentic widths of 14 to 18 metres.
The accretion of Aurelius by Carlin is accountable to achievement of due diligence, including added acreage visits and acceptance of the abstracts supplied by YGMR, aloof shareholder, and Exchange approval. The transaction cannot abutting until the appropriate actor approval is obtained. There can be no affirmation that the transaction will be completed as proposed or at all.
Union Securities, accountable to achievement of satisfactory due diligence, has agreed, bank of america locations, to act as sponsor to Carlin in affiliation with the transaction. An acceding to sponsor should not be construed as any affirmation with account to the claim of the transaction or the likelihood of completion.
On the achievement of the accretion of Aurelius, the Lath of Admiral of Carlin will be Ralph D. Westervelt, President, and K. Wayne Livingstone, Audrey Chen and Brian Irwin. Bi Dong will serve as Vice-President of Accumulated Development. The present admiral and admiral of Carlin will resign.
Mr. Westervelt (President and Director) is a cocky active Consulting Geological Engineer who has been continuously affianced in the mining industry back 1956 and has formed as a adviser and architect on a array of exploration, development and assembly projects in the United States, Mexico, Ecuador, Philippines, Viet Nam, Mongolia, Ghana and China. Back 1994, Mr. Westervelt has specialized in China and has visited and adjourned added than 200 mining opportunities in China alignment from bounded analysis plays to avant-garde analysis projects to above assembly projects.
Mr. Livingstone (Director) is a cocky active geologist and mining and mineral analysis controlling and has been actively affianced in the minerals industry back 1968 accouterment consulting casework and administering analysis for, and developing, mineral projects in North and South America. Mr. Livingstone was amenable for the identification and analysis of, and actively alternate in the development of, the Crofoot Mine at Winnemuca, Nevada. The Crofoot Mine produced over 1 actor ounces of gold on a abundance bleed base at a amount of 17,000 bags per day. He is a founding administrator of New Oroperu Assets Inc. which has begin and delineated the Tres Cruces gold drop in Peru.
Ms. Audrey Chen (Director) is a accomplice and arch of the Mining Convenance Group of the Jun He Law Offices in Beijing specializing in adopted investment, cyberbanking and financing, mergers and acquisitions and accepted accumulated practice. Ms. Chen holds an LL.M. from the University of California at Berkeley, an LL.M. from Renmin University of China and a B.A. from Beijing Normal University. She is a affiliate of the All-China Lawyers' Association, the American Bar Association, the State Bar of California and the State Bar of New York.
Brian Irwin (Director) is a accomplice of DuMoulin Black, a Vancouver based balance law firm. Mr. Irwin practices corporate, balance and accustomed ability law with a focus on mining and accumulated finance. He is a above administrator of the accustomed assets annex of the British Columbia annex of the Canadian Bar Association. Mr. Irwin has acted for assorted accessible companies with operations in Canada, the United States, Mexico, Honduras, Chile, Switzerland, Russia and Kazakhstan. Mr. Irwin sits on the lath of admiral of a amount of accessible companies and has lectured on accumulated law for the Continuing Legal Education affairs of the Law Society of British Columbia.
Mr. Bi Dong (Vice President of Accumulated Development) holds a B.Sc (Geology) from Nanjing University, China and, bank of america locations, an M.Sc. (Geology) from the University of Alberta. He was a geologist/project administrator for the Fujian Bureau of Geology and Mineral Assets in China and was after a visiting scientist/research artisan for the Alberta Geological Survey. After accepting his M.Sc. from the University of Alberta, he sourced and adjourned business opportunities for a array of Vancouver based mineral analysis companies with projects in Ghana, Venezuela and China. He aswell spent about two years as an analyst for the Federal Government of Canada with the, bank of america locations, Immigration and Refugee Board. Subsequently, he was China, bank of america locations, activity administrator for a Vancouver based mining aggregation amenable for managing and operating mineral analysis projects in China until accordant to accompany Carlin.
In affiliation with the accretion of Aurelius, Carlin will be commutual a clandestine adjustment of up to nine actor units at $0.25 per unit. Each assemblage comprises one accepted allotment and one allotment acquirement warrant. Each accreditation will be exercisable into one accepted allotment for a aeon of one year from closing at $0.50 per share.
On achievement of the acquisition, Carlin Gold Corporation will admission options to acquirement a absolute of up to 3.1 actor accepted shares to officers, directors, advisers and consultants at $0.50 per share.
The vendors of the shares of Aurelius are:
Michael Baybak of La Caรฑada, California;
Ready Bridge Limited of Wan Chai, Hong Kong;
Anhui Yangtze Mining Co. Ltd. of Chizhou City, Anhui Province, China;
George Duggan of Glendale, California; and
George Plewes of Hamilton, Bermuda.
The Aurelius shareholders will collectively authority about 35.3% of the outstanding accepted shares of Carlin on achievement of the accretion and the clandestine placement. Michael Baybak, the better actor of Aurelius, will, on achievement of the accretion and closing of the clandestine adjustment (and bold a above-mentioned auction of 100,000 accepted shares), authority 5,750,000 accepted shares of Carlin apery 28.99% of the outstanding accepted shares of Carlin (17.63% absolutely diluted).
The accepted shares of Carlin are anon apoplectic on the NEX board. These affairs aggregate a about-face takeover ("RTO") beneath the behavior of the Exchange and are advised to aftereffect the reactivation of Carlin. Carlin has entered into a advocacy acceding with Union Balance in affiliation with the transaction. On achievement of the RTO, Carlin will pay a fee to Union Balance of $25,000 and will affair to Union warrants to acquirement 35,000 accepted shares of Carlin at $0.50 per allotment expiring two years from the date of issue.
Investors are cautioned that, except as appear in the administration advice annular to be able in affiliation with the transaction, any advice appear or accustomed with account to the RTO may not be authentic or complete and should not be relied upon. Trading in the balance of Carlin should be advised awful speculative.
The TSX Adventure Exchange has in no way anesthetized aloft the claim of the proposed transaction and has neither accustomed nor banned the capacity of this columnist release.
On account of Carlin Gold Corporation
โ€œPeeyush Varshneyโ€
Peeyush Varshney
Director
WARNING: Carlin relies aloft action aegis for "forward-looking" statements.
Source: free-articles
Vancouver, BC January 28, 2004 โ€" As appear November 14, 2003, Carlin Gold Corporation (TSX.V โ€" CGD.H) ("Carlin") has entered into an agreement, anachronous, bank of america locations, November 13, 2003, with the shareholders of Aurelius Financial Corporation ("Aurelius"), a British Virgin Islands captivation aggregation which is at arm's breadth to Carlin, to acquirement all of the issued and outstanding shares of Aurelius. Closing of the acquirement will be codicillary aloft the approval of the TSX Adventure Exchange (the "Exchange") and the shareholders of Carlin. As consideration, Carlin will affair seven actor accepted shares to the shareholders of Aurelius at a accounted amount of $0.21 per share.
Aurelius has now entered into a academic annex acceding with Yunnan Geology & Mineral Assets Co. Ltd. ("YGMR") to access an 80-per-cent absorption in the Naneng gold analysis project, amid in the Naneng area, Funing county, Yunnan province, China. The Naneng gold activity comprises two analysis permits totalling 174.06 aboveboard kilometers and an added breadth of 2.16 aboveboard kilometers which adjoins and which YGMR has agreed is to be added to one of the permits. Beneath the acceding of the annex agreement, Aurelius has formed a Sino-foreign collective adventure annex aggregation with YGMR and will advance $3.2-million (U.S.) over three years to acquire an 80-per-cent absorption in the annex aggregation with a first-year minimum addition of $600,000 (U.S.). After Aurelius has becoming its 80-per-cent interest, contributions to the annex aggregation will be fabricated pro rata, 80 per cent by Aurelius and 20 per cent by YGMR. YGMR's absorption can be adulterated to not beneath than 10 per cent if it elects not to accomplish banknote contributions.
Gold mineralization in the Naneng activity breadth is accountability controlled with a accountability arrangement developed forth the acme of an anticlinal bend in Triassic sediments. The accepted gold mineralization at Naneng extends forth the northwesterly trending accountability arrangement over a breadth of 40 kilometres. Aurelius controls this absolute mineralized trend, except for about 12 kilometres of bang breadth which are captivated beneath analysis and mining permits accepted to three bounded Chinese mining companies. The bounded miners are currently open-pit mining and abundance leaching about 6,000 tonnes per day of oxide actual allocation 1.5 to 2.0 grams gold per tonne.
Exploratory plan aural the Naneng activity forth bang from the accepted operations has categorical geochemical clay anomalies and break of agnate appearance boundless mineralization forth the accountability arrangement over a ample distance. Limited testing forth the ambition structure, including the breadth captivated by Aurelius, indicates that the abyss of blaze is capricious alignment from 40 to 130 metres. Forth trend, broadly broadcast apparent trenches accept provided approach samples in the oxide actual alignment from 1.0 to 3.0 grams of gold per tonne over authentic widths of 14 to 18 metres.
The accretion of Aurelius by Carlin is accountable to achievement of due diligence, including added acreage visits and acceptance of the abstracts supplied by YGMR, aloof shareholder, and Exchange approval. The transaction cannot abutting until the appropriate actor approval is obtained. There can be no affirmation that the transaction will be completed as proposed or at all.
Union Securities, accountable to achievement of satisfactory due diligence, has agreed, bank of america locations, to act as sponsor to Carlin in affiliation with the transaction. An acceding to sponsor should not be construed as any affirmation with account to the claim of the transaction or the likelihood of completion.
On the achievement of the accretion of Aurelius, the Lath of Admiral of Carlin will be Ralph D. Westervelt, President, and K. Wayne Livingstone, Audrey Chen and Brian Irwin. Bi Dong will serve as Vice-President of Accumulated Development. The present admiral and admiral of Carlin will resign.
Mr. Westervelt (President and Director) is a cocky active Consulting Geological Engineer who has been continuously affianced in the mining industry back 1956 and has formed as a adviser and architect on a array of exploration, development and assembly projects in the United States, Mexico, Ecuador, Philippines, Viet Nam, Mongolia, Ghana and China. Back 1994, Mr. Westervelt has specialized in China and has visited and adjourned added than 200 mining opportunities in China alignment from bounded analysis plays to avant-garde analysis projects to above assembly projects.
Mr. Livingstone (Director) is a cocky active geologist and mining and mineral analysis controlling and has been actively affianced in the minerals industry back 1968 accouterment consulting casework and administering analysis for, and developing, mineral projects in North and South America. Mr. Livingstone was amenable for the identification and analysis of, and actively alternate in the development of, the Crofoot Mine at Winnemuca, Nevada. The Crofoot Mine produced over 1 actor ounces of gold on a abundance bleed base at a amount of 17,000 bags per day. He is a founding administrator of New Oroperu Assets Inc. which has begin and delineated the Tres Cruces gold drop in Peru.
Ms. Audrey Chen (Director) is a accomplice and arch of the Mining Convenance Group of the Jun He Law Offices in Beijing specializing in adopted investment, cyberbanking and financing, mergers and acquisitions and accepted accumulated practice. Ms. Chen holds an LL.M. from the University of California at Berkeley, an LL.M. from Renmin University of China and a B.A. from Beijing Normal University. She is a affiliate of the All-China Lawyers' Association, the American Bar Association, the State Bar of California and the State Bar of New York.
Brian Irwin (Director) is a accomplice of DuMoulin Black, a Vancouver based balance law firm. Mr. Irwin practices corporate, balance and accustomed ability law with a focus on mining and accumulated finance. He is a above administrator of the accustomed assets annex of the British Columbia annex of the Canadian Bar Association. Mr. Irwin has acted for assorted accessible companies with operations in Canada, the United States, Mexico, Honduras, Chile, Switzerland, Russia and Kazakhstan. Mr. Irwin sits on the lath of admiral of a amount of accessible companies and has lectured on accumulated law for the Continuing Legal Education affairs of the Law Society of British Columbia.
Mr. Bi Dong (Vice President of Accumulated Development) holds a B.Sc (Geology) from Nanjing University, China and, bank of america locations, an M.Sc. (Geology) from the University of Alberta. He was a geologist/project administrator for the Fujian Bureau of Geology and Mineral Assets in China and was after a visiting scientist/research artisan for the Alberta Geological Survey. After accepting his M.Sc. from the University of Alberta, he sourced and adjourned business opportunities for a array of Vancouver based mineral analysis companies with projects in Ghana, Venezuela and China. He aswell spent about two years as an analyst for the Federal Government of Canada with the, bank of america locations, Immigration and Refugee Board. Subsequently, he was China, bank of america locations, activity administrator for a Vancouver based mining aggregation amenable for managing and operating mineral analysis projects in China until accordant to accompany Carlin.
In affiliation with the accretion of Aurelius, Carlin will be commutual a clandestine adjustment of up to nine actor units at $0.25 per unit. Each assemblage comprises one accepted allotment and one allotment acquirement warrant. Each accreditation will be exercisable into one accepted allotment for a aeon of one year from closing at $0.50 per share.
On achievement of the acquisition, Carlin Gold Corporation will admission options to acquirement a absolute of up to 3.1 actor accepted shares to officers, directors, advisers and consultants at $0.50 per share.
The vendors of the shares of Aurelius are:
Michael Baybak of La Caรฑada, California;
Ready Bridge Limited of Wan Chai, Hong Kong;
Anhui Yangtze Mining Co. Ltd. of Chizhou City, Anhui Province, China;
George Duggan of Glendale, California; and
George Plewes of Hamilton, Bermuda.
The Aurelius shareholders will collectively authority about 35.3% of the outstanding accepted shares of Carlin on achievement of the accretion and the clandestine placement. Michael Baybak, the better actor of Aurelius, will, on achievement of the accretion and closing of the clandestine adjustment (and bold a above-mentioned auction of 100,000 accepted shares), authority 5,750,000 accepted shares of Carlin apery 28.99% of the outstanding accepted shares of Carlin (17.63% absolutely diluted).
The accepted shares of Carlin are anon apoplectic on the NEX board. These affairs aggregate a about-face takeover ("RTO") beneath the behavior of the Exchange and are advised to aftereffect the reactivation of Carlin. Carlin has entered into a advocacy acceding with Union Balance in affiliation with the transaction. On achievement of the RTO, Carlin will pay a fee to Union Balance of $25,000 and will affair to Union warrants to acquirement 35,000 accepted shares of Carlin at $0.50 per allotment expiring two years from the date of issue.
Investors are cautioned that, except as appear in the administration advice annular to be able in affiliation with the transaction, any advice appear or accustomed with account to the RTO may not be authentic or complete and should not be relied upon. Trading in the balance of Carlin should be advised awful speculative.
The TSX Adventure Exchange has in no way anesthetized aloft the claim of the proposed transaction and has neither accustomed nor banned the capacity of this columnist release.
On account of Carlin Gold Corporation
โ€œPeeyush Varshneyโ€
Peeyush Varshney
Director
WARNING: Carlin relies aloft action aegis for "forward-looking" statements.
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