OAKVILLE, ON, June 3, 2014 /CNW/ - Canoe Mining Ventures
Corp. (TSXV: CLV) ("Canoe Mining") and Birch Hill Gold Corp.
(TSXV: BHG) ("Birch Hill")
(collectively the "Companies") are pleased to announce the
completion of the previously announced business combination by way
of a three cornered amalgamation (the "Transaction"),
pursuant to which Birch Hill and
0996623 B.C. Ltd., a wholly owned subsidiary of Canoe Mining,
amalgamated under the name "Coldstream Mineral Ventures Corp."
("Coldstream").
Additional details on the Transaction can be reviewed in the
joint news releases issued by the Companies on March 4, 2014, March 26,
2014, and May 15,
2014.
Duane Parnham, a Director of
Canoe Mining stated: "We are very pleased to have closed this
transaction with Birch Hill. This
is the first of many planned acquisitions by Canoe Mining, and with
our pending acquisition of the Hamlin deposit we're furthering our
strategic objective of consolidating the Shebandowan copper gold belt; an area where we
see tremendous potential to build compliant copper gold resources.
Canoe Mining's management and technical teams will continue to
identify and pursue the quality acquisition targets that current
market conditions are presenting."
Effective June 3, 2014, Canoe
Mining acquired ownership and control of 13,421,385 common shares
of Coldstream, representing 100% of the formerly issued and
outstanding common shares in the capital of Birch Hill in exchange for common shares in
the capital of Canoe Mining (the "Canoe Mining Shares") on
the basis of 1 Canoe Mining Share in exchange for every 2.5 common
shares of Birch Hill. The trading of the former common shares of
Birch Hill was halted on May 25, 2014
pending delisting from the TSX Venture Exchange, which is
anticipated to occur on June 4,
2014.
Following the Transaction, Canoe Mining will have a total of
39,321,262 common shares issued and outstanding, as well as options
and warrants entitling holders to purchase approximately 11,741,345
common shares, at exercise prices ranging from $0.20 to $7.50 and expiry dates ranging from
October 31, 2014 to February 27, 2019.
News releases and other corporate documents may be found under
the Companies' filings on SEDAR, the Canoe Mining website at
www.canoemining.com, and the Birch
Hill website at www.birchhillgold.com. An early warning
report, dated June 3, 2014 (the
"Early Warning Report"), containing additional information
with respect to the Transaction, will also appear under the SEDAR
profile of the former Birch Hill
at www.sedar.com.
On behalf of the Board of Directors
Chuck Allen
President
and CEO
Canoe Mining Ventures Corp.
President
Coldstream Mineral Ventures Corp.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect
to: the terms and conditions of the proposed transaction; the terms
and conditions of the Offering; and the business and operations of
the Canoe Mining after the proposed transaction. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; delay or
failure to receive board, shareholder or regulatory approvals; and
the results of current exploration and testing. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. The Parties
disclaim 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 required by law.
SOURCE Canoe Mining Ventures Corp.