Owner
Post by Franko10 ™ on Nov 9, 2005 11:18:45 GMT -5
Forest Gate's Blue Note Metals Closes Private Placement - Effective Date set as November 10, 2005
11:43 EST Wednesday, November 09, 2005
MONTREAL, Nov. 9 /CNW/ - Forest Gate Resources Inc. reports its subsidiary, Blue Note Metals Inc., has closed a private placement of 4,000,000 Units of the company at $0.25 per Unit for gross proceeds of $1,000,000.
Each Unit consisted of a common share and a full share purchase warrant at $0.30. Northern Securities Inc. acted as agent and together with a member of the selling group received $100,000 commission and 100,000 broker warrants, each exercisable into a Unit at $0.25 per Unit for two years. The securities issued in the private placement are subject to a mandatory four-month hold- period.
Forest Gate Resources and Blue Note Metals announce that the close of market on Thursday, November 10, 2005 is the Effective Date; holders of Forest Gate common shares at that time will receive 0.1168 Blue Note shares for each Forest Gate share according to the Plan of Arrangement, details of which are available at www.sedar.com. The company expects it will receive approval to have its shares trade on the TSX Venture Exchange by early next week under the symbol "BNT".
The proceeds from the financing will be used to fund an exploration program to be initiated on the Canoe Landing Lake Polymetallic deposit located near the city of Bathurst, New Brunswick and the Caribou and Brunswick 12 lead-zinc mines. The proceeds will also be used for general corporate purposes.
The Blue Note team is headed by Michael Judson, who is the company's Chairman. Judson is also the founder and President of Forest Gate Resources Inc., the Canadian diamond exploration company and former parent company of Blue Note. In a matter of two years, Judson has helped grow Forest Gate from a $2 million company to a $30 million company.
"Blue Note has a very ambitious business plan," said Judson. "Blue Note was formed to exploit opportunities in the junior metals mining sector, which we believe is ripe for consolidation."
Blue Note is subject to a Plan of Arrangement and reorganization of Forest Gate in which the latter's New Brunswick metals properties will be spun out to Blue Note. The New Brunswick metals properties consist of the Canoe Landing Lake polymetallic deposit, California Lake silver property and the Rio Road gold property in New Brunswick.
Forest Gate carried out ground-based geophysical surveys over the Canoe Landing Lake polymetallic property in 2004 to better define anomalies found by previous work and to look for new anomalies. Magnetic, VLF-electromagnetic, and induced polarization/resistivity surveys were carried out. Some resulting "stacked" anomalies were interpreted to be worthwhile drill targets. In addition, the Bathurst Joint Venture, comprised of Slam Exploration, the government of New Brunswick and Falconbridge carried out airborne electromagnetic (MegaTEM(R)) and airborne gravity surveys of the entire Bathurst camp. Forest Gate has acquired the data from those surveys which cover their properties, and will incorporate the results in future planning.
The Canoe Landing Lake property contains a lens of sulphide rock. The New Brunswick government files report that the lens contains 22.8 million tons of rock grading 0.64% lead, 1.82% zinc, 0.94 ounces of silver per ton, and 0.034 ounces of gold per ton. This is an historical estimate as defined in National Instrument 43-101, and does not constitute any category of Resource under the criteria established by that Instrument.
Also to be spun out to Blue Note is a Letter of Intent (LOI) with Breakwater Resources Ltd. of Toronto, to acquire the Caribou and Restigouche Mines.
"As we tour the country we find that investors are impressed with the fact that Caribou has low capital costs and can be put into production inside of 15 months," said Judson. "This is a strong first acquisition on which we can build a company"
Under the terms of the LOI, after raising sufficient funds, Blue Note will acquire the Caribou and Restigouche mines by (i) replacing the reclamation deposits with the New Brunswick government for environmental rehabilitation of approximately $7 million, and (ii) issuing to CanZinco, a wholly owned subsidiary of Breakwater a C$15 million convertible debenture with a maturity of five years.
The debenture is repayable in shares at CanZinco's option or in cash or shares at maturity at Blue Note's option. Additionally, CanZinco has the right to convert the debenture in return for a direct 20% ownership of the mines; this must be exercised within one year from the commencement of commercial production. Blue Note has also agreed to spend $1.5 million on exploration on the properties before the 12-month anniversary of the commencement of commercial production.
CanZinco will also receive a royalty on zinc metal production in the event the price of zinc reaches US$0.65 per pound or more as determined by the London Metals Exchange. In addition, Breakwater is granted a conditional first right of refusal on Blue Note's marketing rights of its metals concentrates produced from the properties.
The Caribou Mine site is located 50 kilometres west of Bathurst, New Brunswick and includes an underground mine currently being kept under care and maintenance, a 3000-tonne per day concentrator (mill) and a permitted tailings facility. The Restigouche Mine site, located 30 kilometres further west, includes an open pit mine and associated infrastructure and is also currently under care and maintenance.
Extensive due diligence was done by a team of consultants lead by Ross Finlay 2000 Inc of Val D'Or, Quebec, using the Breakwater 2000 Reopening Plan as a basis. Ross Finlay reviewed the geology, ore reserves; ore reserve expansion potential, mine infrastructure, mine development and production plans and schedules, and mine reopening rehab requirements.
The Company also reports that it has been making significant progress on identifying potential investors to finance the re-opening of the Caribou and Restigouche mines.
John Martin, BASc, President of Blue Note Metals and Qualified Person and Ralph Newson, P.Eng., P.Geo and Qualified Person have edited and reviewed the technical information contained in this press release.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and Quebec. The company's shares trade under the symbols FGT on the TSX Venture Exchange.
Blue Note Metals is a mineral exploration company with properties in New Brunswick. The company's shares are anticipated to trade on the TSX Venture Exchange under the symbol BNT.
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 does not accept responsibility for
the adequacy or accuracy of this news release.
For further information: ROBERT KRAMBERGER, V-P, SHAREHOLDER RELATIONS & CORPORATE MARKETING, FOREST GATE RESOURCES INC., (866) 666-3040, RKRAMBERGER@FORESTGATE.CA, http://WWW.FORESTGATE.CA; OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR@TIGERCAPITAL.COM
11:43 EST Wednesday, November 09, 2005
MONTREAL, Nov. 9 /CNW/ - Forest Gate Resources Inc. reports its subsidiary, Blue Note Metals Inc., has closed a private placement of 4,000,000 Units of the company at $0.25 per Unit for gross proceeds of $1,000,000.
Each Unit consisted of a common share and a full share purchase warrant at $0.30. Northern Securities Inc. acted as agent and together with a member of the selling group received $100,000 commission and 100,000 broker warrants, each exercisable into a Unit at $0.25 per Unit for two years. The securities issued in the private placement are subject to a mandatory four-month hold- period.
Forest Gate Resources and Blue Note Metals announce that the close of market on Thursday, November 10, 2005 is the Effective Date; holders of Forest Gate common shares at that time will receive 0.1168 Blue Note shares for each Forest Gate share according to the Plan of Arrangement, details of which are available at www.sedar.com. The company expects it will receive approval to have its shares trade on the TSX Venture Exchange by early next week under the symbol "BNT".
The proceeds from the financing will be used to fund an exploration program to be initiated on the Canoe Landing Lake Polymetallic deposit located near the city of Bathurst, New Brunswick and the Caribou and Brunswick 12 lead-zinc mines. The proceeds will also be used for general corporate purposes.
The Blue Note team is headed by Michael Judson, who is the company's Chairman. Judson is also the founder and President of Forest Gate Resources Inc., the Canadian diamond exploration company and former parent company of Blue Note. In a matter of two years, Judson has helped grow Forest Gate from a $2 million company to a $30 million company.
"Blue Note has a very ambitious business plan," said Judson. "Blue Note was formed to exploit opportunities in the junior metals mining sector, which we believe is ripe for consolidation."
Blue Note is subject to a Plan of Arrangement and reorganization of Forest Gate in which the latter's New Brunswick metals properties will be spun out to Blue Note. The New Brunswick metals properties consist of the Canoe Landing Lake polymetallic deposit, California Lake silver property and the Rio Road gold property in New Brunswick.
Forest Gate carried out ground-based geophysical surveys over the Canoe Landing Lake polymetallic property in 2004 to better define anomalies found by previous work and to look for new anomalies. Magnetic, VLF-electromagnetic, and induced polarization/resistivity surveys were carried out. Some resulting "stacked" anomalies were interpreted to be worthwhile drill targets. In addition, the Bathurst Joint Venture, comprised of Slam Exploration, the government of New Brunswick and Falconbridge carried out airborne electromagnetic (MegaTEM(R)) and airborne gravity surveys of the entire Bathurst camp. Forest Gate has acquired the data from those surveys which cover their properties, and will incorporate the results in future planning.
The Canoe Landing Lake property contains a lens of sulphide rock. The New Brunswick government files report that the lens contains 22.8 million tons of rock grading 0.64% lead, 1.82% zinc, 0.94 ounces of silver per ton, and 0.034 ounces of gold per ton. This is an historical estimate as defined in National Instrument 43-101, and does not constitute any category of Resource under the criteria established by that Instrument.
Also to be spun out to Blue Note is a Letter of Intent (LOI) with Breakwater Resources Ltd. of Toronto, to acquire the Caribou and Restigouche Mines.
"As we tour the country we find that investors are impressed with the fact that Caribou has low capital costs and can be put into production inside of 15 months," said Judson. "This is a strong first acquisition on which we can build a company"
Under the terms of the LOI, after raising sufficient funds, Blue Note will acquire the Caribou and Restigouche mines by (i) replacing the reclamation deposits with the New Brunswick government for environmental rehabilitation of approximately $7 million, and (ii) issuing to CanZinco, a wholly owned subsidiary of Breakwater a C$15 million convertible debenture with a maturity of five years.
The debenture is repayable in shares at CanZinco's option or in cash or shares at maturity at Blue Note's option. Additionally, CanZinco has the right to convert the debenture in return for a direct 20% ownership of the mines; this must be exercised within one year from the commencement of commercial production. Blue Note has also agreed to spend $1.5 million on exploration on the properties before the 12-month anniversary of the commencement of commercial production.
CanZinco will also receive a royalty on zinc metal production in the event the price of zinc reaches US$0.65 per pound or more as determined by the London Metals Exchange. In addition, Breakwater is granted a conditional first right of refusal on Blue Note's marketing rights of its metals concentrates produced from the properties.
The Caribou Mine site is located 50 kilometres west of Bathurst, New Brunswick and includes an underground mine currently being kept under care and maintenance, a 3000-tonne per day concentrator (mill) and a permitted tailings facility. The Restigouche Mine site, located 30 kilometres further west, includes an open pit mine and associated infrastructure and is also currently under care and maintenance.
Extensive due diligence was done by a team of consultants lead by Ross Finlay 2000 Inc of Val D'Or, Quebec, using the Breakwater 2000 Reopening Plan as a basis. Ross Finlay reviewed the geology, ore reserves; ore reserve expansion potential, mine infrastructure, mine development and production plans and schedules, and mine reopening rehab requirements.
The Company also reports that it has been making significant progress on identifying potential investors to finance the re-opening of the Caribou and Restigouche mines.
John Martin, BASc, President of Blue Note Metals and Qualified Person and Ralph Newson, P.Eng., P.Geo and Qualified Person have edited and reviewed the technical information contained in this press release.
Forest Gate is a publicly traded mineral exploration company with diamond properties in Saskatchewan and Quebec. The company's shares trade under the symbols FGT on the TSX Venture Exchange.
Blue Note Metals is a mineral exploration company with properties in New Brunswick. The company's shares are anticipated to trade on the TSX Venture Exchange under the symbol BNT.
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 does not accept responsibility for
the adequacy or accuracy of this news release.
For further information: ROBERT KRAMBERGER, V-P, SHAREHOLDER RELATIONS & CORPORATE MARKETING, FOREST GATE RESOURCES INC., (866) 666-3040, RKRAMBERGER@FORESTGATE.CA, http://WWW.FORESTGATE.CA; OR TREVOR BURNS, PRESIDENT, TIGER CAPITAL CORPORATION, TORONTO, ONTARIO, (416) 252-3663, INVESTOR@TIGERCAPITAL.COM
