Owner
Post by Franko10 ™ on Sept 28, 2005 7:00:45 GMT -5
Blue Note proposes business combination with URSA Major
09:18 EDT Wednesday, September 28, 2005
TORONTO, Sept. 28 /CNW/ - Blue Note Metals Inc. ("Blue Note"), a wholly- owned subsidiary of Forest Gate Resources Inc. (TSXV:FGT) ("Forest Gate"), today announced that it has delivered a proposal to URSA Major Minerals Incorporated ("Ursa") for a business combination between Ursa and Blue Note.
As previously announced, Blue Note and Northern Financial Corporation (TSX:NFC) ("Northern"), on behalf of an investor group, collectively own approximately 13.1% of the total issued common share of Ursa.
By letter dated September 28, 2005, Blue Note has proposed a business combination between Ursa and Blue Note with a share exchange ratio based on a price of $1.00 for Ursa shares and the volume weighted average price of the Blue Note shares for the period from the date of its proposed listing on the TSX Venture Exchange to the second business day prior to the mailing of a Joint Management Proxy Circular to obtain the necessary shareholder approvals. The closing price of the Ursa shares on the TSX Venture Exchange on September 27 at $0.65, meaning that the Proposal offers URSA shareholders a premium of in excess of 50% of the value of their Ursa shares.
Blue Note would also commit to a $1,500,000 financing in Ursa concurrent with closing to pay for the costs of the feasibility study on the Shakespeare project, which would replace the $1,500,000 payment from North American Palladium Ltd. ("NAP"). Northern Securities Inc. ("Northern") has provided Blue Note with a bought deal financing in the amount of $1.5 million contingent on the business combination being completed.
The proposed business combination put forward by Blue Note is conditional on concluding a mutually satisfactory definitive agreement, the proposed transaction between Ursa and NAP not being implemented and receipt of all necessary corporate and regulatory approvals.
Blue Note has also received a letter from Northern Securities indicating that Northern Securities is highly confident that approximately $50,000,000 can be raised for the Shakespeare project in debt and equity, subject to the results of the feasibility study. Northern Securities has also confirmed that the equity portion of the total financing would be expected to be $15,000,000 to $20,000,000 and that debt financing could be arranged for $35,000,000 to $40,000,000. The anticipated equity financing results in the shareholders of Ursa owning a greater percentage of the Shakespeare project in the combined company than under the proposed transaction with NAP.
Michael Judson, Chairman and Chief Executive Officer of Blue Note stated: "The Blue Note management team has proven experience in financing, bringing to production and operating mining projects such as the Shakespeare project. We believe that the Shakespeare project can easily be financed on its own merits and we also believe that this is the best means to create value for the Ursa shareholders." Mr. Judson also said "Blue Note is committed to creating immediate value from the remaining assets for the benefit of the current shareholders of URSA and Blue Note through the combined company."
Blue Note is a wholly owned subsidiary of Forest Gate. Forest Gate proposes to distribute the issued shares of Blue Note to its shareholders. At the time of the distribution, it is proposed that Blue Note will have precious and base metal properties in New Brunswick provided by Forest Gate and $3.0 million in cash resources, including $2.0 million from a financing currently being raised through Northern Securities which is expected to close in October. Blue Note has also entered into a letter of intent to acquire the Caribou and Restigouche mines from Breakwater Resources Ltd.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and precious and base metal properties in New Brunswick. The company's shares and warrants trade under the symbol FGT on the TSX Venture Exchange.
Forward-Looking Statements
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
The TSX Venture Exchange has not reviewed nor does it accept responsibility for the adequacy or accuracy of this news release.
For further information: MICHAEL JUDSON, PRESIDENT OR ROBERT KRAMBERGER, INVESTOR RELATIONS, FOREST GATE RESOURCES INC., 866-666-3040, RKRAMBERGER@FORESTGATE.CA, WWW.FORESTGATE.CA OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR@TIGERCAPITAL.COM
09:18 EDT Wednesday, September 28, 2005
TORONTO, Sept. 28 /CNW/ - Blue Note Metals Inc. ("Blue Note"), a wholly- owned subsidiary of Forest Gate Resources Inc. (TSXV:FGT) ("Forest Gate"), today announced that it has delivered a proposal to URSA Major Minerals Incorporated ("Ursa") for a business combination between Ursa and Blue Note.
As previously announced, Blue Note and Northern Financial Corporation (TSX:NFC) ("Northern"), on behalf of an investor group, collectively own approximately 13.1% of the total issued common share of Ursa.
By letter dated September 28, 2005, Blue Note has proposed a business combination between Ursa and Blue Note with a share exchange ratio based on a price of $1.00 for Ursa shares and the volume weighted average price of the Blue Note shares for the period from the date of its proposed listing on the TSX Venture Exchange to the second business day prior to the mailing of a Joint Management Proxy Circular to obtain the necessary shareholder approvals. The closing price of the Ursa shares on the TSX Venture Exchange on September 27 at $0.65, meaning that the Proposal offers URSA shareholders a premium of in excess of 50% of the value of their Ursa shares.
Blue Note would also commit to a $1,500,000 financing in Ursa concurrent with closing to pay for the costs of the feasibility study on the Shakespeare project, which would replace the $1,500,000 payment from North American Palladium Ltd. ("NAP"). Northern Securities Inc. ("Northern") has provided Blue Note with a bought deal financing in the amount of $1.5 million contingent on the business combination being completed.
The proposed business combination put forward by Blue Note is conditional on concluding a mutually satisfactory definitive agreement, the proposed transaction between Ursa and NAP not being implemented and receipt of all necessary corporate and regulatory approvals.
Blue Note has also received a letter from Northern Securities indicating that Northern Securities is highly confident that approximately $50,000,000 can be raised for the Shakespeare project in debt and equity, subject to the results of the feasibility study. Northern Securities has also confirmed that the equity portion of the total financing would be expected to be $15,000,000 to $20,000,000 and that debt financing could be arranged for $35,000,000 to $40,000,000. The anticipated equity financing results in the shareholders of Ursa owning a greater percentage of the Shakespeare project in the combined company than under the proposed transaction with NAP.
Michael Judson, Chairman and Chief Executive Officer of Blue Note stated: "The Blue Note management team has proven experience in financing, bringing to production and operating mining projects such as the Shakespeare project. We believe that the Shakespeare project can easily be financed on its own merits and we also believe that this is the best means to create value for the Ursa shareholders." Mr. Judson also said "Blue Note is committed to creating immediate value from the remaining assets for the benefit of the current shareholders of URSA and Blue Note through the combined company."
Blue Note is a wholly owned subsidiary of Forest Gate. Forest Gate proposes to distribute the issued shares of Blue Note to its shareholders. At the time of the distribution, it is proposed that Blue Note will have precious and base metal properties in New Brunswick provided by Forest Gate and $3.0 million in cash resources, including $2.0 million from a financing currently being raised through Northern Securities which is expected to close in October. Blue Note has also entered into a letter of intent to acquire the Caribou and Restigouche mines from Breakwater Resources Ltd.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and precious and base metal properties in New Brunswick. The company's shares and warrants trade under the symbol FGT on the TSX Venture Exchange.
Forward-Looking Statements
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws that involve risks and uncertainties. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ materially from expectations include the effects of general economic conditions, actions by government authorities, uncertainties associated with contract negotiations, additional financing requirements, market acceptance of the Company's products and competitive pressures. These factors and others are more fully discussed in Company filings with Canadian securities regulatory authorities.
The TSX Venture Exchange has not reviewed nor does it accept responsibility for the adequacy or accuracy of this news release.
For further information: MICHAEL JUDSON, PRESIDENT OR ROBERT KRAMBERGER, INVESTOR RELATIONS, FOREST GATE RESOURCES INC., 866-666-3040, RKRAMBERGER@FORESTGATE.CA, WWW.FORESTGATE.CA OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR@TIGERCAPITAL.COM
