Colombian Mines Corporation: TSXV Approves $0.53 Per Unit Private Placement And Yarumalito Joint Venture
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 07/10/12 -- Colombian Mines Corporation (TSX VENTURE: CMJ)(FRANKFURT: X6C) - ("Colombian Mines" or "the Company") is pleased to announce that it has received final TSX Venture Exchange acceptance for the amended transaction with Teck Resources Limited ("Teck") previously announced by the Company on March 2, 2012 and May 29, 2012. Among other things, Teck will make a Cdn$1,510,500 private placement at $0.53 per unit, a 70% premium to the Company's recent share price, and acquire an option to earn up to a 70% indirect joint venture interest in the Yarumalito Project by fully funding $10 million in exploration expenditures, completing sufficient drilling to calculate a NI 43-101 compliant resource estimate and satisfying certain other conditions. Colombian Mines also received the majority shareholder consent of over 50% for the transaction.
Colombian Mines President and CEO, Robert Carrington, stated, "We are pleased to have regulatory and shareholder consent to this important transaction and we look forward to a strong working relationship with a significant partner like Teck at Yarumalito. Yarumalito is just one of 26 projects the Company has in Colombia and this single transaction has potential commercial value in excess of $15.5 million to Colombian Mines and its shareholders, or 160% of the Company's current market capitalization. We are fortunate in a difficult market like this to have a portfolio of highly desirable properties that we can leverage to finance the Company, minimize shareholder dilution and allow us to continue working on key projects like El Dovio."
Teck will make a non-brokered private placement of Cdn$1,510,500 at a price of $0.53 per unit for 2,850,000 units, each unit to consist of 1 common share and one-half share purchase warrant. Each whole warrant is exercisable at a price of $0.90 per share for 12 months following closing date of the private placement and at a price of $1.15 per share between 12 and 24 months following that closing date.
Promptly following the closing of the private placement, a local subsidiary of Teck (TLS) and Colombian Mines' wholly-owned Colombian subsidiary ("CMC") will enter into an option agreement that grants TLS the option to earn a maximum 70% indirect interest in the Yarumalito Project in two stages.
During the initial stage of the option, TLS may earn a 55% indirect interest by fully funding at least US$5 million in exploration on or before the fourth anniversary of the option agreement, $1.5 million of which is a non-revocable commitment to be spent within 12 months of the effective date of the option agreement. Additionally, TLS must make an initial cash payment on closing of the private placement of US$380,000 which will count as expenditures to the earn-in and will refund CMC for prior expenses followed by a cash payment of US$1 million on or before the fourth anniversary of the option agreement.
If TLS exercises the first option, it will have a second option to earn an additional 15% indirect interest for a total of 70%. To exercise the second option, TLS must fully fund at least an additional US$5 million in exploration expenditures (total US$10 million) to complete sufficient drilling to calculate a NI 43-101 compliant resource estimate and make an additional US$1 million cash payment, both on or before the sixth anniversary of the option agreement and subject, to future TSXV approval, Teck will make an additional private placement in the Company in the amount of Cdn$2 million.
About Colombian Mines Corporation
Colombian Mines Corporation is focused on developing shareholder value through the exploration and development of high quality mineral properties in its 100% owned portfolio of Colombian projects with near to intermediate term production potential. Colombia is widely recognized as a highly prospective, yet under-explored country with excellent discovery potential. Further information can be found on our website at www.colombianmines.com.
Robert G. Carrington, President and CEO
Forward-Looking Statements:
Certain statements in this news release are "forward-looking" within the meaning of Canadian securities legislation. They include statements about the potential commercial value of the Teck transaction, the potential proceeds to be realized from the proposed Teck private placement and expenditures to be made and payments received pursuant to the Teck transaction. Forward-looking statements are necessarily based upon the current belief, opinions and expectations of management that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and other contingencies. Many factors could cause the Company's actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, among others, the actual results of exploration activities, fluctuations in the price of gold and silver, political and foreign risks, production risks, environmental regulation and liability, government regulation and other factors that may affect development of the Yarumalito Project and TLS' decision to exercise its options. Investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Colombian Mines Corporation
Robert G. Carrington
President and CEO
(604) 669-0868
Colombian Mines Corporation
Sharon Hebgin
Corporate Communications
(604) 649-9195
shebgin@colombianmines.com
Colombian Mines Corporation
Kim C. Casswell
Corporate Secretary
(604) 669-0868
(604) 688-1157 (FAX)
kcasswell@colombianmines.com
www.colombianmines.com