Opawica Announces $5,540,000 Private Placement, Proposed Change to Board of Directors, Restructuring of Royalty and Resignati...
05 Octobre 2011 - 7:07PM
Marketwired
Opawica Explorations Inc. (TSX VENTURE:OPW) ("Opawica" or the
"Company") is pleased to announce that it intends to carry out a
private placement of 110,800,000 units at a price of $0.05 per unit
for total proceeds of $5,540,000. Each unit will be comprised of
one common share and one share purchase warrant, each such warrant
entitling the holder to acquire a further common share of the
Company at a price of $0.065 for a term of 24 months. The Company
intends to use the proceeds of the investment to accelerate the
development of the Company's Atikwa Lake Gold-Copper Project,
payout the existing management and employee contracts that would be
terminated pursuant to the proposed transaction and for other
corporate purposes.
In accordance with the terms of a letter of intent entered into
with Winston Mining LP ("Winston"), an entity affiliated with
Churchill Natural Resource Partners LP, Winston is to subscribe for
100,000,000 units for subscription proceeds of $5,000,000. The
balance of the private placement will be funded by certain other
subscribers.
Conditional on the closing of the private placement, the Company
has agreed with Winston that the Board of Directors will be changed
and the existing directors will resign and be replaced by Danny
Wettreich, the Managing Partner of Winston, as Chairman and Chief
Executive Officer and certain other nominees of Winston as
directors.
Danny Wettreich has more than 38 years of experience in venture
capital, private equity, and management of publicly traded
companies. He has been Chairman and CEO of Churchill Venture
Capital L.P., a Dallas, Texas private equity business, for more
than 20 years. He has been a director of public companies listed on
NASDAQ, the American Stock Exchange, the London Stock Exchange, the
AIM Market of the London Stock Exchange, and the former Vancouver
Exchange. These public companies have been in diverse businesses in
internet technologies, oil and gas, retailing, telecommunications,
media and real estate. He has facilitated 12 private companies to
become publicly traded by the reverse merger process. He is a
graduate of the University of Westminster with a B.A. in Business.
For more information on Mr. Wettreich please visit
www.dannywettreich.com.
Under the terms of the proposed agreement with Winston Mining
LP, prior to closing, Opawica would not undertake any significant
corporate actions or expenditures, other than direct and indirect
expenditures relating to the ongoing drill program on the Atikwa
Lake property and normal ongoing overhead cash, without the written
approval of Winston, which approval would not be unreasonably
withheld.
Closing of the transactions set forth above, anticipated to
occur on or before December 15, 2011, is conditional upon Winston
raising $5,000,000 for the purpose of subscribing to and completing
the private placement, as well as compliance with the policies of
the TSX.V and general corporate and securities laws applicable to
the transactions including OPW shareholder approval. Either party
has the right at their sole discretion to terminate the
transactions contemplated at any time prior to closing.
Danny Wettreich states: "The objective of the new directors will
be to transform Opawica in a relatively short period of time into a
cash flow natural resource business with enhanced prospects for
future growth."
The Company also announces that it has reached agreement to
defer the $200,000 in advance royalty payments currently
outstanding on the Atikwa Lake property. Under the terms of the
agreement the Company is to pay the royalty holder $25,000
forthwith and pay a further $175,000 on or before September 30,
2012. The deferred amount shall accrue interest at 5% per annum
payable quarterly commencing January 31, 2012.
Further, the Company announces that Michael Meyers has resigned
as the President and Chief Executive Officer of the Company
effective immediately. Donald (Dan) Clark, the Chairman of the
Company, will assume the role of Chief Executive Officer. Mr.
Meyers will continue as a director of the Company.
OPAWICA EXPLORATIONS INC.
Opawica is a Canadian mineral exploration company that has been
operating as such for over 30 years. The Company owns 100% of the
Atikwa Lake project near Kenora, Ontario, and may acquire up to
100% of the Cascallen-Whitesides property in the West Timmins gold
district, Ontario (subject to closing conditions, see March 25,
2011 Opawica press release) and owns 100% of the Bro Property which
is a precious and base metal prospect located in Yukon, Canada.
Opawica owns 7,046,852 shares (19.6%) of Upper Canada Gold
Corporation ("UCC"). UCC owns 100% of the Dingman gold-aggregate
property, Ontario, consisting of an open pit Indicated resource of
11,600,000 tonnes at 0.97 g/t Au for 361,000 ozs Au.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release of Opawica contains statements that constitute
"forward-looking statements". Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause Opawica's actual results, performance or
achievements, or developments in the industry to differ materially
from the anticipated results, performance or achievements expressed
or implied by such forward-looking statements. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or
conditions "will", "would", "may", "could" or "should" occur.
Forward-looking statements in this document include statements
regarding Opawica's expectations regarding ownership, entitlements,
drilling and exploration activities on properties in which Opawica
has, or believes it has an interest. There can be no assurance that
such statements will prove to be accurate. Actual results and
future events could differ materially from those anticipated in
such statements, and readers are cautioned not to place undue
reliance on these forward-looking statements. Any factor could
cause actual results to differ materially from Opawica's
expectations. Opawica undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change, unless
otherwise required by law.
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.
Contacts: Opawica Explorations Inc. Donald (Dan) Clark Chairman
604-681-3170 604-681-3552 (FAX)dan@opawica.comwww.opawica.com
Churchill Natural Resource Partners L.P. Danny Wettreich Managing
Partner 972-612-1400dw@churchillnrp.com
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