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.
