Cleghorn Minerals Ltd. Announces Agreement for Qualifying Transaction
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CLEGHORN MINERALS LTD.
152 Chemin de la Mine École Val-d’Or, Québec J9P 7B6
FOR IMMEDIATE RELEASE TSX-V: JZZ.P
CLEGHORN MINERALS LTD. ANNOUNCES AGREEMENT FOR QUALIFYING TRANSACTION
Val-d’Or, Québec– October 15, 2012 – Cleghorn Minerals Ltd. (“Cleghorn”) announces that it has entered into a purchase agreement (the “Purchase Agreement”) with Globex Mining Enterprises Inc. (TSX:GMX) (“Globex”) dated October 9, 2012, to acquire (the “Acquisition”) a 100% undivided interest in the Hematite Lake property comprising 15,189.36 Hectares located in Labrador, Québec (the “Property”).
Cleghorn is a “capital pool company” under the policies of the TSX Venture Exchange (the “Exchange”) and the Acquisition will represent a “qualifying transaction” in accordance with Exchange Policy 2.4. The Acquisition is an arm’s length transaction, and as such, will not be subject to Cleghorn receiving shareholder approval. Upon completion of the Acquisition, Cleghorn will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the Exchange.
The Property
Further details regarding the Property will be announced when available.
Globex
Globex is a publically held mineral exploration company listed on the Toronto Stock Exchange and incorporated pursuant to the laws of Québec. Financial information regarding Globex is publicly available at www.sedar.com.
Proposed Acquisition
In order to acquire a 100% interest in the Property, Cleghorn must:
- pay to Globex cash consideration in the amount of $1,140,000 payable as follows: $25,000 was paid on execution of the Purchase Agreement as a non-refundable deposit; $340,000 is to be paid of the Effective Date, the Effective Date being the date that is the latest of (i) the date on which the Financing (as defined below) closes, (ii) the date on which the Exchange issues its final acceptance of the Acquisition and (iii) the date of receipt of any other required regulatory approvals to the Acquisition; $275,000 is to be paid on or before 90 days following the Effective Date; and $500,000 is to be paid on or before 12 months of the Effective Date, upon closing of the Acquisition and the transfer of title to the Property to Cleghorn;
- on the Effective Date, issue to Globex 2,000,000 common shares of Cleghorn; and
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- on closing of the Acquisition and the transfer of title to the Property to Cleghorn, grant to Globex a gross metals royalty of 2% (the “Royalty”) of metals or minerals (iron, titanium, vanadium, gold, silver, copper, zinc, and any and all other minerals or elements) produced from the Property.
There can be no assurance that the Acquisition will be completed as proposed or at all. Completion of the Acquisition is conditional upon completion of the Financing.
Brokered Financing
As contemplated by the Purchase Agreement, Cleghorn intends to conduct a brokered private placement (the “Financing”), details of which will be announced when available.
Directors
There will be no change to Cleghorn’s board of directors as a result of the Acquisition. Details of Cleghorn’s board of directors are as follows:
Name, place of residence & relationship to Cleghorn Principal occupation over the past 5 years
Glenn J. Mullan President, Chief Executive Officer and Chairman of Golden Valley Mines Québec, Canada Ltd. (since August 2000); independent geologist, prospector and President of 2973090 Canada Inc., doing business as Trinity Exploration, a private President, Chief Executive Officer, Secretary geological services company controlled by Mr. Mullan (since November and Director 1998); Chairman Emeritus (since December 2009) of Canadian Royalties Inc., a mineral exploration company the shares of which previously traded on the TSX; Chairman (July 1998 to November 2009), Interim President (August 2008 to June 2009) and Interim Chief Executive Officer (August 2008 to November 2009) of Canadian Royalties Inc.
Joseph Groia Lawyer (principal), Groia & Company Professional Corporation, a Toronto Ontario, Canada law firm specializing in securities litigation (since January 2000).
Director
Hon. Arthur T. Porter Medical Director and consultant, Radiotherapy of the Bahamas Ltd., Nassau Bahamas Bahamas (since 2003); Director General and Chief Executive Officer, McGill University Health Centre (April 2004 to December 2011).
Director
C. Jens Zinke Vice President, Business Development and Concentrate Marketing (since Québec, Canada June 2010) and Vice President, Business Development (May 2007 to June 2010) of Canadian Royalties Inc., a mineral exploration company the shares Chief Financial Officer and Director of which previously traded on the TSX; Interim Chief Financial Officer of Canadian Royalties Inc. (November 2009 to January 2011 and May 2006 to May 2007); self-employed businessman and private investor (since January 2003).
Sponsorship
As the Property is located in Canada, a technical report on the Property will be prepared in accordance with National Instrument 43-101 and the board of directors of Cleghorn will remain unchanged as a result of the Acquisition, Cleghorn intends to avail itself of the exemptions from the sponsorship requirements pursuant to the policies of the Exchange.
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For additional information, please contact:
Glenn Mullan, President, Chief Executive Officer, Secretary and Director Telephone: (819) 824-2808
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although Cleghorn believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Cleghorn’s management on the date the statements are made. Except as required by law, Cleghorn undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.
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