VANCOUVER, Feb. 26, 2013 /CNW/ - Camisha Resources Corp.
(TSX-V: CRN) ("Camisha" or the "Company") is
pleased to announce that of the disinterested shareholders of
Camisha entitled to vote on the proposed reverse takeover
transaction with Prima Fluorspar Corp. ("Prima") previously
announced on January 28, 2013 (the
"Transaction"), 100% of the votes represented at the
Company's Annual and Special Meeting on February 20, 2013 voted to approve the
Transaction.
"Fluorspar (fluorite) is indispensable in
today's modern world - whether for aluminum and steel smelting, for
coolant in refrigerators and air conditioners, in consumer products
like Teflon® and GORE-TEX® or new medicines," comments Camisha CEO
Dave Hodge, "Prima's Liard property
has an historic fluorspar resource* of 3.2 million tonnes at an
average grade of 32% fluorspar with mineralization is close to
surface."
"There are no commercial fluorspar mines in
Canada or USA. Prima is poised to play a significant
role in the fluorspar market. The property is located right on the
Alaska Highway encompasses 55,000
acres with approximately 30 km of potential strike," Mr. Hodge
adds.
Upon consummation of the Transaction, Camisha
will purchase all of the issued and outstanding shares of Prima and
Prima will become a wholly-owned subsidiary of Camisha. In
addition, Camisha intends to change its name to "Prima Fluorspar
Corp." or such other name as determined by the directors of
Camisha. The trading symbol "PF" has been reserved for the renamed
company.
Camisha also announces today that it has revised
the terms of the concurrent private placement financings
(the "Financings") as described in the Management
Information Circular (the "Circular") with respect to the
Transaction mailed to Camisha shareholders of record as of
January 18, 2013 and filed on SEDAR
(http://www.sedar.com) on January 24,
2013.
The proposed Financings originally contemplated
two (2) non-brokered private placement financings to be completed
by Camisha concurrently with the completion of the Transaction
pursuant to which Camisha would:
(i) issue up to
4,750,000 common shares at a price of $0.10 per share to be voluntarily held subject to
a Value Security Escrow Agreement (as defined in the policies of
the TSX Venture Exchange (the "Exchange)); and
(ii) issue up to
6,000,000 units at a price of $0.20
per unit with each such unit comprised of one common share and one
half of one warrant, with each whole warrant entitling the holder
to acquire one common share at a price of $0.30 per warrant share until twelve (12) months
following the closing of the Transaction.
Originally, up to 1,000,000 common shares may be
issued on a flow-through basis under the Income Tax Act
(Canada) at a price of
$0.20 per share, reducing the number
of units issuable in (ii) above.
Due to investor demand, the Company seeks to
revise the proposed Financings by: (i) allowing for further
allocation of shares issuable on a flow-through basis under the
Income Tax Act (Canada)
instead of units as contemplated under the original Financings; and
(ii) increasing the price at which such flow-through shares are
issued from $0.20 per flow through
share to $0.23 per flow-through
share. As a result of the revised allocation and pricing: (i) the
total common shares issuable under the Financing may be reduced
from up to 10,750,000 and the total proposed aggregate gross
proceeds may be increased from up to $1,675,000.
As contemplated under the original Financings,
Camisha may still pay finder's fees to certain finders in
connection with the revised Financings in accordance with the rules
and policies of the Exchange.
The Financings will continue to be completed
concurrently with the completion of the Transaction and the Company
intends to use the proceeds from the Financings as working capital
and to fund work on the Liard Fluorspar Property and on the
Company's King-Gold Property.
The securities issued or issuable pursuant to
the Financings will be legended with a hold period in accordance
with applicable securities laws and, if required, the policies of
the Exchange.
Trading of the Company's common shares on the
Exchange will remain halted until the Transaction is accepted by,
or satisfactory documentation has been filed with, the Exchange
pursuant to Section 3.4 of Exchange Policy 5.2.
The Transaction is anticipated to close by
mid-March, 2013.
Previous Business of Prima Fluorspar Corp.
Prima is a private company incorporated in the Province of
British Columbia in May of 2012
and its business is focused on expanding an historic fluorspar
resource* at the Liard Fluorspar Property consisting of 55 mineral
claims covering 55,000 acres. The historic fluorspar resource of
3.2 million tonnes at an average grade of 32% fluorspar with
historical metallurgical testing of 97% CaF2* was determined from
historic drilling of 61 holes which revealed 20 showings of
fluorspar and 7 major fluorspar showings.
Prima believes that these historic mineral
resources provide a conceptual indication of the potential of the
property and are relevant to ongoing exploration. These are not
current resources.
Previous Business of Camisha Resources Corp.
Camisha currently holds an option to acquire an undivided 100%
interest in the King Gold-Copper Property located in the
Yukon Territory.
ON BEHALF OF THE BOARD
CAMISHA RESOURCES CORP.
"David Hodge"
David Hodge
President and CEO
Tel: 604.681.1568
Completion of the Transaction is subject to a
number of conditions. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the Circular, 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 Camisha
should be considered highly speculative.
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.
Disclaimer for Forward-Looking
Statements
Statements in this news release that are not
historical facts are forward-looking statements that are subject to
risks and uncertainties. Words such as "expects", "intends",
"plans", "may", "could", "should", "anticipates", "likely",
"believes" and words of similar import also identify
forward-looking statements. Forward-looking statements in this news
release include statements about whether and when the proposed
Financings will be approved and completed, whether the Transaction
will be completed, and whether the conditions to completion of
each, including the approval of the Exchange, can be satisfied.
Actual results may differ materially from those currently
anticipated due to a number of factors beyond the Company's
control. These risks and uncertainties include, among other
things, the risk that the Financing and/or the Transaction may not
be approved by the Exchange, and that the Financings may not be
subscribed for. These forward-looking statements are made as
of the date of this news release and, except as required by
applicable laws, the Company assumes no obligation to update these
forward-looking statements, or to update the reasons why actual
results differed from those projected in the forward-looking
statements.
*Historical Data
Prima Fluorspar Corp. has not undertaken an
independent verification to classify the historic resource estimate
quoted from a Mineral Potential Compilation Report for the BC
Department of Economic Development, written by Wright Engineers
Limited and H.N. Halvorson Consultants Ltd., in January 17, 1975 as a current mineral resource.
Neither has Prima independently verified the results of the
previous exploration work. Therefore, the historical mineral
resource should not be relied upon, but the issuer believes the
information to be relevant and reasonably reliable. An unknown
quantity of the 3.2 million tonnes are on mineral claims outside of
the current Liard Fluorspar Property. However, based on the
information available, the majority of the estimate is based on the
deposits located on Prima's Liard Fluorspar Property. The key
assumptions, parameters and methods of the resource estimate are
unknown at this time. New deposit definition drilling is needed to
develop a current resource estimate on the property.
Prima believes that these historical mineral
resources provide a conceptual indication of the potential of the
property and are relevant to ongoing exploration.
SOURCE Camisha Resources Corp.