CORPORATE UPDATE Plan of Arrangement
(CCD: TSXV)
CORPORATE UPDATE Plan of Arrangement November 5th 2014
Cascadero Copper Corporation (CCD) and Cyprus River Holdings Ltd. (CRH) are pleased to announce that the Companies have agreed to and will comply with the Terms and Conditions of the Plan of Arrangement. The closing documents have to be notarized and executed by each company, which process may require up to 21 days to complete, as CCD is in Vancouver, Canada, CRH is in Sao Paulo, Brazil and CCD's Argentine legal counsel and both of CCD's Argentine subsidiaries are domiciled in Salta, Argentina.
On December 6th as revised on December 16th, 2013 Zoneplan Ltd. (ZP), now represented by its sole shareholder Cyprus River Holdings Ltd. (CRH) and Cascadero Copper Corporation (CCD) (the "Parties") signed a binding Proposed Plan of Arrangement with Notes thereto (the "Plan") that will terminate the Operating Agreement of SESA Holdings LLC, signed on July 10th 2008, subject to the conclusion of the Terms and Conditions of the Plan. The Operating Agreement governed the activities of its two Members, CRH and CCD. In addition, CCD has two wholly owned Argentine subsidiaries Salta Exploracionés S.A. (SESA) and Cascadero Minerals S.A. (CMSA) who are both involved in the transactions. The principal purpose of the Plan is to separate the interests of the Members of SESA LLC into Royalty Interests and Property Interests, which separation enables CRH and CCD to be independent of each other.
The material items of the Plan are as follows: CRH is granted a 1% Net Smelter Return royalty (NSR) interest on twenty (20) properties; SESA transfers the Silex NSR to CRH; CMSA or SESA reserves the right to sell, transfer, option or abandon, the latter subject to notice to CRH, any property; CRH pays to CCD a total of US$118,614 of which US$60,000 is paid; CRH returns its 19,415,333 CCD common shares to CCD’s treasury; CCD consents to remove CRH as a member of SESA Holdings LLC; CCD remains as the only Member of SESA LLC; and, CRH has no interest in or rights to, deemed or otherwise, to SESA or CMSA common shares.
Full disclosure of the Terms and Conditions of the Plan are available in CCD's Q3‐14 MDA and Q3‐14 financial statements, which were posted on October 29‐14 on Sedar.com.
The Plan may be subject to regulatory approval (if any).
Bill McWilliam President Cascadero Copper Corporation 604‐999‐0391 [email protected]
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.