Everclear Closes Qualifying Transaction;Changes NaJuly 13, 2010
Everclear Capital Ltd. (the “Company” or “Everclear”) is pleased to announce that the Company has completed the following milestones in connection with the Company’s acquisitions of its controlling interest in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”), and Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”):
- Signed a final purchase agreement with Metallica Mining ASA (“Metallica”).
- Filed the Filing Statement on SEDAR.
- Received Final Approval of the Qualifying Transaction from the TSX Venture Exchange.
- Completed the formal closing of the acquisitions of MAEPA and Innomatik.
- Received the $4 million gross proceeds from the Subscription Receipts financing.
- Changed its name to “Avrupa Minerals Ltd.” and stock symbol to “AVU”
The Subscription Receipts issued in June 2010 have converted into Units with no further action required by the subscribers. The four month hold period will expire on October, 22, 2010.
The Company has filed the final documents with the TSX Venture Exchange and will commence trading tomorrow Wednesday, July 14th, 2010 under its new name of Avrupa Minerals Ltd. and the symbol “AVU”.
About MAEPA
In Portugal, MAEPA controls approximately 1,400 km² of mineral rights in three exploration licenses in the northern Iberian Pyrite Belt (IPB), northwest of Lundin Mining Corporation’s giant Neves Corvo copper-zinc mine.
The northernmost property, Marateca, which has been only partially explored, has three drill-ready targets having mineralized rocks similar to the mineralized rock units at Neves Corvo. The drill targets are well-documented geologically, and are supported by coincident geochemical and geophysical anomalies. An additional six early stage targets on the property deserve further follow-up work.
The Alvalade license and the adjacent Canal Caveira license, recently offered to MAEPA by the government, cover two historic Cu-Zn-Fe massive sulfide mines including the Lousal Mine complex (total 50 million metric tonnes massive sulfide material and estimated +6 million metric tonnes mined since 1900 @ 0.7% Cu, 1.4% Zn, 0.8% Pb, and locally up to 1 g/t Au, and 20 g/t Ag). Recent MAEPA compilation work has identified 25 moderate to high priority targets on the property. There is historic exploration drilling on the property. The Caveira Mine, on the Canal Caverira exploration license, was operated from the 1930’s to the 1970’s, and reportedly produced up to 100,000 metric tonnes per year with grades in the order of 2-6% Cu, 3-6% Zn, 1-2% Pb, 0.5-1 g/t Au, and < 50 g/t Ag. The property has not been systematically explored.
Historic resource estimates have been provided by the Geological Survey of Portugal (LNEG). These estimates are not compliant with National Instrument 43-101 or CIM resource definitions. The Company has not completed sufficient work to validate the estimates, and they should not be relied upon.
MAEPA controls the Covas tungsten (WO3) deposit in NW Portugal. A non-NI 43-101 compliant resource estimate for the Covas deposit, compiled by Union Carbide in 1980, stands at approximately 1 million metric tonnes at 0.8% WO3, based on drilling of over 27,000 meters in 329 holes, mostly during the 1970’s by Union Carbide and others. The known deposits, a ring of skarns encircling a multiple-intrusive complex, were mined predominantly from 1951 to 1974. A total of 366,000 metric tonnes at 0.61% WO3 was extracted during that time. The ring of skarn deposits has not been systematically explored, and the central intrusive complex offers an interesting bulk-tonnage target.
See qualifying statement above for NI 43-101 compliance information concerning the Covas resource estimate.
About Innomatik
In Kosovo, Innomatik has two drill-ready Ag-Pb-Zn prospects located adjacent to mines that have been in operation intermittently for well over a thousand years.
Innomatik is actively exploring in the prolific Vardar Trend on the Glavej license, and the Kamenica license. Drill-ready targets on the Glavej license lie in the same geological setting and within five kilometers of the Stan Trg Mine, operated by Trepça Mines. In over a thousand years of operation Stan Trg has produced an estimated 25 million metric tonnes at +10% Pb-Zn and 80 g/t Ag. At Kamenica, drill-ready targets lie on the same structure and within three kilometers of the Artana Mine (Novo Brdo), also operated by Trepça Mines. The Artana Mine has produced an estimated 18 million metric tonnes at +10% Pb-Zn, 140 g/t Ag, and 1 g/t Au in over a thousand years of operations.
Historic production estimates were compiled by Trepça Mines UN-appointed senior management during United Nations administration of the company in 2004-08, and are believed to be reliable.
All of the historical resource estimates discussed above are included as part of the historical record for the project. This estimate has not been prepared according to the standards of NI 43-101; a qualified person has not done sufficient work on these estimates to classify them as current resources and the reliability of the estimates is unknown. Everclear does not consider the historical estimate as a current resource and the historical estimate should not be relied upon.
Mr. Paul W. Kuhn, M.Sc., Licensed Professional Geologist, Washington, USA, acts as a Qualified Person under National Instrument 43-101. Mr. Kuhn has reviewed the technical contents of this news release.
The Acquisition Terms
Everclear signed the final share purchase agreement on June 23, 2010 with Metallica to acquire 90% interest in MAEPA and 92.5% interest in Innomatik for $912,890 in cash (the “Purchase Price”). Everclear earlier advanced $150,000 to Metallica as a loan. With the completion of the acquisitions of MAEPA and Innomatik, the loan has been repaid by reducing the Purchase Price.
The Financings & Share Structure
The Subscription Receipts financing was completed on June 22, 2010 to raise $4 million. The Subscription Receipts were issued at
.35 per Subscription Receipt. The Subscription Receipts have now each converted into a unit (a “Unit”). Each Unit consists of one common share and one half of a transferable common share purchase warrant. Each whole warrant allows the holder to purchase one additional share for a period of 18 months at
.50. The four-month hold period on these Receipts began on the date that the financings closed and will expire on October 22, 2010.
A total of $183,859 cash finder’s fee has been paid and 525,310 finder’s options (the “Finder’s Options”) have been issued as part of the financing. Each Finder’s Option can be converted into a Unit with the same terms as the financing at
.35 for a period of 18 months.
Following completion of the transactions outlined above, the Company will have the following share structure:
Current issued and outstanding: 3,050,000
Financing 11,428,571
Total Common Shares 14,478,571
Shares reserved for potential future issuance:
Stock options 1,100,000
Warrants from Financing 5,714,284
IPO agent’s options 100,000
Finder’s Options 525,310
Finder’s warrants (exercised Finder’s Options) 262,6551
Total Dilutive Securities 7,702,249
Fully Diluted Issued and Outstanding 22,180,8202
1. If the finders exercised the Finder’s Options, there will be an additional 262,655 warrants.
2. To achieve the fully diluted number, the Company will have raised an additional $3,544,328 from options and warrants being exercised.
Name change and new Board of Directors & Officers
The Company has been re-named “Avrupa Minerals Ltd.” and a new trading symbol of “AVU” has been assigned.
The Company’s Board of Directors has also been changed, as previously announced, and consists of Mr. Gregory McKelvey, Dr. Donald Ranta, Mr. Paul W. Kuhn, and Mr. Mark T. Brown. Mr. Paul Kuhn has been appointed Chief Executive Officer of the Company while Ms. Winnie Wong has been appointed Chief Financial Officer of the Company and has resigned from the Board.
The Company has received the final approval of its Qualifying Transaction from the TSX Venture Exchange on July 13, 2010.
Investors are cautioned that, except as disclosed in the Filing Statement 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 has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For additional information, contact Avrupa Minerals Ltd. at 604-687-3520.
On behalf of the Board,
“Paul W. Kuhn”
Paul W. Kuhn, President & Director