Camisha Resources Corp. Updates Proposed Reverse Takeover with
Prima Fluorspar Corp.
VANCOUVER, Jan. 28, 2013 /CNW/ - Camisha Resources Corp.
(TSXv: CRN) ("Camisha" or the "Company")
updates its proposed business combination (the
"Transaction") between Camisha and Prima Fluorspar Corp.
("Prima"), which will constitute a Reverse Takeover of
Camisha, as defined in the policies of the TSX Venture Exchange
(the "Exchange"), further to its news releases dated September 25, 2012 and October 26, 2012.
Transaction Update
At this time, pursuant to the terms of a definitive share exchange
agreement dated as of September 25,
2012 with Prima and all of the shareholders of Prima,
Camisha continues to finalize the Transaction, the closing of which
is subject to, among other things, the approval of the Exchange as
well as the shareholders of Camisha.
In connection with the foregoing Camisha
shareholder approval, Camisha announces that the Notice of Meeting
and Management Information Circular (together, the
"Circular") with respect to the Transaction and annual
meeting matters, and the related annual and special meeting of
shareholders of Camisha to vote on the Transaction and annual
meeting matters (the "Meeting"), has been mailed to Camisha
shareholders of record as of January 18,
2013. The Circular contains a detailed description of the
Transaction. The Circular has also been filed on SEDAR
(http://www.sedar.com).
The Meeting will be held at the offices of Clark
Wilson LLP, Suite 900, 885 West Georgia Street, Vancouver, B.C., on Wednesday, the 20th day of
February, 2013 at 10:00 a.m.
(Vancouver time). All Camisha
shareholders are encouraged to vote in person or by proxy at the
Meeting.
The Transaction is expected to close by early
March. Closing of the Transaction is subject to a number of
conditions and approvals which include approval of at least 66 2/3%
of the votes cast by disinterested Camisha shareholders at the
Meeting and the approval of all relevant regulatory authorities.
The board of directors of Camisha has unanimously determined that
the Transaction is in the best interests of Camisha and its
shareholders. The board has unanimously recommended that
shareholders vote in favour of approving the Transaction.
Upon completion of the Transaction, Camisha
anticipates that it will be continue to be classified as Tier 2
mineral exploration issuer under the policies of the Exchange and
will continue to be engaged in the business of mineral
exploration.
Trading of Camisha's common shares on the
Exchange was originally halted on September
26, 2012 and remains subject to halt until the Transaction
is accepted by, or further satisfactory documentation has been
filed with, the Exchange pursuant to Section 3.5 of Exchange Policy
5.2.
Technical Report
The Company also announces that it has received the National
Instrument 43-101 ("NI 43-101") compliant Technical Report
dated December 12, 2012 (the
"Technical Report"), summarizing the Liard Fluorspar
Property (the "Property"). The Technical Report is
entitled "Technical Report on the Liard Fluorspar Project" and was
prepared at the request of Camisha and Prima in connection with the
Transaction. It was completed by Neil
G. McCallum, B.Sc., P.Geo., a qualified person as that term
is defined in NI 43-101 who is independent of Camisha and Prima.
The Property is intended to be one of the Company's two principal
properties upon completion of the Transaction. A copy of the
Technical Report has been filed with the applicable securities and
regulatory authorities in Canada
and can be found on the SEDAR.
Valuation Report
The Company also announces that it has received a written valuation
report dated December 31, 2012 and
modified on January 21, 2013 (the
"Valuation Report"), providing an independent valuation to
assist Camisha in determining the fair market value of Prima. The
Valuation Report is entitled "Estimate Valuation Report" and was
prepared at the request of Camisha. It was completed by RwE
Growth Partners, Inc. who is independent of Camisha and Prima. A
copy of the Valuation Report can be found on the SEDAR and is
summarized in the Circular.
Previous Business of Prima Fluorspar
Corp.
Prima is a private company incorporated in the Province of
British Columbia in May of 2012
and its business is focused on expanding an historic fluorspar
resource* at the Liard Fluorspar Property consisting of 55 mineral
claims covering 55,000 acres.
The historic fluorspar resource of 3.2 million
tonnes at an average grade of 32% fluorspar with historical
metallurgical testing of 97% CaF2* was determined from
historic drilling of 61 holes which revealed 20 showings of
fluorspar and 7 major fluorspar showings.
Prima believes that these historic mineral
resources provide a conceptual indication of the potential of the
property and are relevant to ongoing exploration. These are not
current resources.
Previous Business of Camisha Resources
Corp.
Camisha currently holds an option to acquire an undivided 100%
interest in the King Gold-Copper Property located in the
Yukon Territory.
Completion of the Transaction is subject
to a number of conditions, including Exchange acceptance and
disinterested Shareholder approval. 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 Circular, any information released or received
with respect to the Reverse Takeover may not be accurate or
complete and should not be relied upon. Trading in the securities
of Camisha should be considered highly speculative.
The TSX Venture Exchange has in no way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
ON BEHALF OF THE BOARD
CAMISHA RESOURCES CORP.
"David Hodge"
David Hodge
President and CEO
Tel: 604.681.1568
Email: info@camisharesources.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 release.
Disclaimer for Forward-Looking
Information
Certain information contained in this news release, including any
information relating to the proposed Transaction and Camisha, may
be deemed "forward-looking". All statements in this news release,
other than statements of historical fact, that address events or
developments that Camisha expects to occur, are considered
"forward-looking information". These statements relate to future
events and reflect Camisha's expectations regarding the Transaction
and the business prospects and opportunities of Camisha. These
forward-looking statements reflect Camisha's current internal
projections, expectations or beliefs and are based on information
currently available to Camisha. In some cases, forward-looking
information can be identified by terminology such as "may", "will",
"should", "expect", "intend", "plan", "anticipate", "believe",
"estimate", "projects", "potential", or the negative of those terms
or other comparable terminology. Assumptions upon which such
forward-looking information (regarding completion of the
Transaction) include that Camisha and Prima will be able to satisfy
the conditions in the share exchange agreement dated as of
September 25, 2012 among Camisha,
Prima and all of the shareholders of Prima, that the required
approvals will be obtained from the shareholders of Camisha, that
all regulatory approvals to the Transaction will be obtained and
all other conditions to completion of the Transaction will be
satisfied or waived. Although Camisha believes that the
forward-looking information contained in this news release is based
on reasonable assumptions, readers cannot be assured that actual
results will be consistent with such statements. Accordingly,
readers are cautioned against placing undue reliance on
forward-looking information. Camisha expressly disclaims any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, events or
otherwise, except in accordance with applicable securities
laws.
*Historical Data
Prima Fluorspar Corp. has not undertaken an independent
verification to classify the historic resource estimate quoted from
a Mineral Potential Compilation Report for the BC Department of
Economic Development, written by Wright Engineers Limited and H.N.
Halvorson Consultants Ltd., in January 17,
1975 as a current mineral resource. Neither has Prima
independently verified the results of the previous exploration
work. Therefore, the historical mineral resource should not be
relied upon, but the issuer believes the information to be relevant
and reasonably reliable. An unknown quantity of the 3.2 million
tonnes are on mineral claims outside of the current Liard Fluorspar
Property. However, based on the information available, the majority
of the estimate is based on the deposits located on Prima's Liard
Fluorspar Property. The key assumptions, parameters and methods of
the resource estimate are unknown at this time. New deposit
definition drilling is needed to develop a current resource
estimate on the property.
Prima believes that these historical mineral
resources provide a conceptual indication of the potential of the
property and are relevant to ongoing exploration.
SOURCE Camisha Resources Corp.