OAKVILLE, ON,
March 4, 2014 /CNW/ - Canoe Mining
Ventures Corp. (TSXV: CLV) ("Canoe") and Birch Hill Gold
Corp. (TSXV: BHG) ("Birch Hill") are pleased to announce
that they have entered into a business combination agreement (the
"Agreement"), pursuant to which Canoe will acquire all the
issued and outstanding shares of Birch Hill.
Robert Middleton, Exploration
Manager for Canoe stated: "The Birch
Hill land package is a strategic acquisition covering an
important series of gold bearing structures that have not been
developed to their full potential. Classical shear hosted gold
mineralization has been discovered (which is typical of other large
Abitibi greenstone belt gold deposits), as well as IOCG (iron oxide
copper-gold) related gold mineralization which is just being
recognized in the area. There are high grade areas of interest on
the Birch Hill property that are
viewed as areas of opportunity by our team and they will be
targeted when conducting future exploration and resource expansion
programs."
Birch Hill holds a 100%
interest in the rights of the Coldstream Property located 115km west of
Thunder Bay, Ontario. The
Coldstream Property is 15km long
and most notably contains the East
Coldstream gold deposit with a NI 43-101 compliant gold
resource of 549,098 inferred gold ounces with an average grade of
1.01 g/t Au (from 16,975,000 tonnes above a 0.6 g/t Au cut-off
grade) and 76,384 indicated gold ounces with an average grade of
1.05 g/t Au (from 2,251,000 tonnes above a 0.6 g/t Au cut-off
grade), and also hosts four additional gold discoveries (NI 43-101
Report by Tetra Tech/Wardrop December 12,
2011). The Iris, located 2km northeast of East Coldstream, contains a drill intercept of
8.39 g/t Au over 11.0m and is hosted in sericite schists. Another
area of interest is the Goldie Zone which is located 1km south and
parallel to East Coldstream and
yielded an intercept of 30.7 g/t Au over 1.5m. A grab sample on the
west side of the Burchell Lake section of the property, located 7km
west of East Coldstream, yielded
17.85 g/t Au and requires further follow up. An old discovery by
the Canadian Nickel Company in 1968 is located on the southwest end
of the property and contained intercepts of: 31.4 g/t Au over 3.5m,
1.0 g/t Au over 11.5m, 10.15 g/t Au over 0.5m, and 3.01 g/t Au over
7.45m. Canoe intends to conduct further exploration work on all
five areas of interest on the Coldstream Property, these being:
East Coldstream, Iris, Goldie
Zone, Burchell Lake, and the historic Canadian Nickel
discovery.
"Since acquiring an interest in the Coldstream Property in 2009
Birch Hill Gold has made strides in developing what we believe is a
high quality mineral asset," commented Barry Girling President and CEO of Birch Hill
Gold. "However, given current capital market conditions, the
management of Birch Hill firmly
believes the best opportunity to unlock the value of the Coldstream
Property and value for Birch Hill
shareholders is by aligning Birch
Hill's assets with Canoe's proven management and geological
teams."
The Proposed Transaction
Pursuant to the terms of the Agreement Canoe will acquire all of
the issued and outstanding common shares of Birch Hill and the
shareholders of Birch Hill will
receive 0.4 of a common share of Canoe for each common share of
Birch Hill held which based on
9,171,383 shares outstanding for Birch
Hill is expected to be approximately 3.6M shares of Canoe.
All shares will be issued upon the closing of the transaction and
additional shares may be issued to Birch
Hill debtors under the same terms described above. Canoe
currently has 33,802,108 shares issued and outstanding.
The Agreement is to be superseded by a definitive agreement
which both parties must conclude within 120 days. The definitive
agreement is to be structured as merger, amalgamation, and/or share
exchange agreement and remains subject to TSXV approval and certain
closing conditions, including approval by the directors of each of
the parties, and necessary shareholder approvals. The legal
structure for the Transaction will be confirmed after the parties
have considered all applicable tax, securities law and accounting
efficiencies. Further details will be released once finalized.
Qualified person
R.S. Middleton, P.Eng, Exploration
Manager of Canoe, is a qualified person as such term is defined in
NI 43-101 and has reviewed and approved the technical information
and data included in this press release.
Additional information and corporate documents may be found on
www.sedar.com, the Canoe website, www.canoemining.com, and the
Birch Hill website
www.birchhillgold.com.
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.
Forward Looking Statements
This news release includes certain forward-looking statements
or information. All statements other than statements of historical
fact included in this release or other future plans, objectives or
expectations of Canoe Mining Ventures Corp. and Birch Hill Gold
Corp. are forward-looking statements that involve various risks and
uncertainties. There can be no assurance that such statements will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from Canoe's plans or expectations include risks
relating to the actual results of current exploration activities,
fluctuating gold prices, possibility of equipment breakdowns and
delays, exploration cost overruns, availability of capital and
financing, general economic, market or business conditions,
regulatory changes, timeliness of government or regulatory
approvals and other risks detailed herein and from time to time in
the filings made by Canoe with securities regulators. Canoe
expressly disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new
information, future events or otherwise except as otherwise
required by applicable securities legislation.
SOURCE Canoe Mining Ventures Corp.