Fjordland Announces Effective Date of Plan of Arrangement
17 Novembre 2011 - 12:37AM
Marketwired
Fjordland Exploration Inc. (TSX VENTURE:FEX) ("Fjordland") is
pleased to report that, further to the previously announced spin
out of the Woodjam project, the TSX Venture Exchange (the
"Exchange") has given its final approval to list the common shares
of Consolidated Woodjam Copper Corp. ("WCC") on the Exchange, which
will trade with the symbol "WCC". Shareholder and final court
approval for the plan of arrangement were obtained on September 30,
2011 and October 7, 2011, respectively. Refer to the Fjordland
Information Circular dated September 1, 2011, for additional
information concerning the plan of arrangement.
The purpose of the spin-out transaction is to preserve the
interests of the shareholders of Fjordland and the shareholders of
Cariboo Resource Resources Ltd. ("Cariboo Rose") in the Woodjam
properties by transferring them to WCC, a stand-alone corporate
entity focused on the exploration and development of the
properties. Pursuant to statutory plans of arrangement between
Cariboo Rose and WCC and between Fjordland and WCC, the interests
of Cariboo Rose and Fjordland are to be transferred to WCC, which
then will hold a 100% interest in the Woodjam project. The Woodjam
project is subject to an earn-in option by Gold Fields. This
transaction will also facilitate the advancement and recognition of
the other mineral exploration projects held by Fjordland and
projects held by Cariboo Rose.
The effective date for the plan of arrangement has been set as
November 25, 2011 (the "Effective Date"), which has also been
determined as the record date for shareholders of Fjordland to
participate in the plan of arrangement. Assuming that the number of
issued and outstanding shares of Fjordland remains unchanged on the
Effective Date, shareholders of record on the Effective Date, will
receive approximately 0.378 of a share of WCC for every one share
of Fjordland that they own while retaining their Fjordland shares.
Fractional shares of WCC will not be issued and any fractional WCC
shares resulting from the plan of arrangement will be
cancelled.
The shares of Fjordland will trade ex-distribution on November
23, 2011, meaning that purchasers of Fjordland shares after
November 22, 2011, will not receive WCC shares pursuant to the plan
of arrangement.
There are currently 79,186,782 issued and outstanding shares in
the capital of Fjordland, therefore, assuming no additional shares
of Fjordland are issued before the Effective Date, a total of
approximately 30,000,000 common shares in the capital of WCC shall
be issued, on a pro-rata basis, to the Fjordland shareholders.
In addition, WCC shall also issue approximately 20,000,000
common shares in the capital of WCC, on a pro-rata basis, to the
shareholders of Cariboo Rose.
About Fjordland Exploration Inc.
Fjordland Exploration is a mineral exploration company focused
on the discovery of gold, copper and molybdenum deposits in British
Columbia. Of the 40 properties Fjordland owns, the Woodjam North
and Woodjam South properties (totaling 56,540 ha) are part of the
Woodjam Joint Venture between Fjordland (60%) and Cariboo Rose
Resources Ltd (40%); both properties are under separate option
agreements to Gold Fields Horsefly Exploration Corporation.
Fjordland also has a 51% interest in 7 properties known as "Tak"
totaling 55,654 ha in the Woodjam area. Fjordland has a 51%
interest in two properties known as "Milligan" totaling 2,192 ha,
adjoining Thompson Creek Metals Company Inc.'s Mt. Milligan
copper-gold deposits on the west. Capstone Mining Corp. owns a 49%
interest in the combined Tak-Milligan Project. Fjordland and
Serengeti Resources Inc. are 37%/63% partners exploring 13
properties (QUEST Project) totaling 50,170 ha in the Quesnel
terrane north of Woodjam for precious and base metals. Six of the
QUEST properties (totaling 27,690 ha) have been optioned to Xstrata
Copper; the QUEST JV owns 100% of the remaining 7 properties
totaling 22,480 ha. Fjordland has a 100% interest in 8 properties
totaling 60,047 ha in the Iron Range area and has an option
agreement on 7 properties totaling 21,222 ha with Kootenay Gold
Inc. in southeastern BC. Fjordland has an option to acquire a 100%
interest in the Dillard copper and gold property, north of
Princeton. Fjordland's shares trade on the TSX Venture Exchange
under the symbol "FEX". For more information visit Fjordland's
website at www.fjordlandex.com.
Tom Schroeter, President & CEO
Forward Looking Statements: This news release includes certain
statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical
facts, including, without limitation, statements regarding
potential mineralization, the estimation of mineral resources, the
realization of mineral resource estimates, interpretation of prior
exploration and potential exploration results, the timing and
success of exploration activities generally, the timing and results
of future resource estimates, permitting time lines, metal prices
and currency exchange rates, availability of capital, government
regulation of exploration operations, environmental risks,
reclamation, title, and future plans and objectives of the
companies are forward-looking statements that involve various risks
and uncertainties.. Although Fjordland and Cariboo Rose believe the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance and actual results or developments may differ
materially from those in the forward-looking statements.
Forward-looking statements are based on a number of material
factors and assumptions. Factors that could cause actual results to
differ materially from those in forward-looking statements include
unsuccessful exploration results, changes in project parameters as
plans continue to be refined, results of future resource estimates,
future metal prices, availability of capital and financing on
acceptable terms, general economic, market or business conditions,
risks associated with operating in foreign jurisdictions, uninsured
risks, regulatory changes, defects in title, availability of
personnel, materials and equipment on a timely basis, accidents or
equipment breakdowns, delays in receiving government approvals,
unanticipated environmental impacts on operations and costs to
remedy same, and other exploration or other risks detailed herein
and from time to time in the filings made by the companies with
securities regulators. Readers are cautioned that mineral resources
that are not mineral reserves do not have demonstrated economic
viability. Mineral exploration and development of mines is an
inherently risky business. Accordingly the actual events may differ
materially from those projected in the forward-looking statements.
For more information on Fjordland and Cariboo Rose and the risks
and challenges of their businesses, investors should review their
annual filings that are available at www.sedar.com.
This news release does not constitute an offer to sell or a
solicitation to buy any of the securities in the United States. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended ("the U.S.
Securities Act") or any state securities law and may not be offered
or sold in the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
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.
Contacts: Fjordland Exploration Inc. John Gomez Investor
Relations 604-893-8365www.fjordlandex.com
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