St. Genevieve Resources Ltd.

St. Genevieve Resources Ltd.
Ascendant Copper Corporation

Ascendant Copper Corporation

January 17, 2008 07:03 ET

Ascendant Copper to Acquire St. Genevieve Resources

VANCOUVER, BRITISH COLUMBIA and MONTREAL, QUEBEC--(Marketwire - Jan. 17, 2008) -


Ascendant Copper Corporation ("Ascendant") (TSX:ACX)(BERLIN:A0HMLE)(FRANKFURT:A5C)(WKN:A0HMLE) and St. Genevieve Resources Ltd. ("SGV") (CNQ:SGVL) today announced that they have entered into a binding arrangement agreement to complete the previously announced acquisition by Ascendant of all of the common shares of SGV in exchange for up to 30 million common shares of Ascendant. The acquisition was initially announced by Ascendant and SGV on October 31, 2007.

"With the completion of this transaction, Ascendant will have taken a material step toward accomplishing its goal of near-term production in the Americas" said Gary E. Davis, CEO and President of Ascendant. "The SGV portfolio includes several copper exploration properties and two near-term producing properties in the United States. Over the longer term, as one or more of the SGV assets are financed and put into production, we believe our shareholders will participate in a significant increase in the value of the combined company."

Bryan Wilson, CEO & President of SGV, said, "We are excited by the prospects of this merger between Ascendant and SGV. With Ascendant's strong management team in place, we feel near-term production at the Zonia Project and possibly Emerald Isle, is imminent. The SGV directors and officers strongly believe this arrangement is in the best interest of the SGV shareholders."

Highlights of the Combined Company:

- Geographic diversification in the United States and Ecuador in terms of identified copper resources and exploration properties;

- Stronger balance sheet to finance development of the asset portfolio, with approximately US$8.84 million in cash on a pro forma basis as at September 30, 2007;

- SGV shareholders will be offered a TSX listing for their shares and a more liquid market;

- All shareholders will (i) be offered an opportunity to benefit from cash resulting from bringing into production one or more of SGV's near-term copper producing properties and (ii) participate in the significant upside offered by ACX's existing large copper/molybdenum porphyry exploration properties located in South America;

- Strong management team having extensive international and U.S. mineral operations and exploration experience;

- The existing ACX shareholder base includes several large, well-established Canadian investment institutions providing potential access to ongoing financing.

Under the terms of the arrangement agreement, Ascendant has agreed to issue up to an aggregate of 30 million ACX common shares in exchange for all issued and outstanding shares of SGV. The exact number of ACX common shares to be issued to SGV shareholders will be reduced by an amount of 7.5 ACX common shares for each one dollar of amounts drawn down under certain credit facilities extended to SGV by ACX and payables outstanding on the date of closing.

The agreement received the unanimous approval of the boards of directors of both Ascendant and SGV. The board of directors of SGV, having received a fairness opinion from Evans & Evans, the financial advisor to SGV, is recommending that SGV shareholders and warrantholders vote in favour of the transaction. A copy of the arrangement agreement will be posted on SEDAR under the profiles of each of Ascendant and SGV.

The acquisition, which will proceed by way of a court-approved plan of arrangement, is subject to all requisite regulatory and court approvals and other conditions customary in transactions of this nature. The arrangement must be approved by at least two-thirds of the votes cast by the shareholders and warrantholders of SGV, voting together as a class, at a special meeting of shareholders and warrantholders to be held in Montreal on February 15, 2008. Approximately 50% of SGV shareholders have already pledged support for the merger and have signed lock-up agreements to this effect. The transaction expected to close prior to the end of February 2008. Additional terms of the transaction will be more fully described in the management proxy circular, which will be mailed shortly to all shareholders and warrantholders of SGV who are entitled to vote at the special meeting. Following closing of the transaction, SGV shares will cease trading on the CNQ and SGV will operate as a wholly-owned subsidiary of Ascendant.

The SGV portfolio includes several copper exploration properties and highlighted by two near-term producing properties in the United States:

Zonia (Prescott, Arizona)

The Zonia Mine property comprises approximately 3,000 acres and produced 33 million pounds of copper from 1966 to 1975 by heap leaching. A recent National Instrument 43-101, Standard of Disclosure for Mineral Projects ("NI 43-101") Technical Report dated October 16, 2006 by Scott Wilson Roscoe Postle Associates (RPA) provides an independent estimate of an inferred mineral resource of 63 million tons averaging 0.37% total copper (at a cut-off grade of 0.25% copper) containing an estimated 460 million pounds of copper. A third party engineering firm, Gustavson Associates, contracted by ACX, as part of the due diligence process, estimates that the Zonia property can be put back into production within 24 months producing approximately 20 million pounds of copper annually for 17 years. A feasibility study for this project was prepared in 1994 by a previous owner which included significant technical, environmental and permitting information. While much of this prior work is outdated, it serves as good baseline data as ACX management formulates a plan to advance this project as quickly as possible.

Emerald Isle (Kingman, Arizona)

RPA also prepared a NI 43-101 compliant technical report in March 2006 based on historical drilling and concluded that the property contains 2.3 million tons grading 0.625% copper (at a cutoff grade of 0.30% copper) with an indicated resource of 27.5 million pounds of copper. Behre Dolbear & Company (USA) Inc. recently completed a pre-feasibility study demonstrating the viability of this operation at current copper prices. ACX management believes that the Emerald Isle mine can be in production within 12 months, producing approximately 5 million pounds of copper annually for 4 years, and is currently reviewing this alternative.

About Ascendant Copper Corporation

Ascendant Copper Corporation is a mineral exploration and development company that is focused on becoming a mid-tier copper and molybdenum producer. Ascendant is responsibly advancing its copper-molybdenum projects in Ecuador toward a verifiable economic base metal discovery. Ascendant continues to investigate mineral properties of merit in the Americas.

About St. Genevieve Resources Ltd.

St. Genevieve Resources Ltd. is a base metal exploration and development company with its principal assets located in Arizona and Nevada, USA. SGV is listed on the CNQ Exchange under the symbol SGVL.

ACX Common Shares Outstanding: 70,790,574

SGV Common Shares Outstanding: 199,521,201

Contact Information

  • Ascendant Copper
    Rana S. Gill
    Chief Financial Officer
    (720) 962-4648 (FAX)
    Ascendant Copper
    John Haigh
    Manager of Investor Relations
    (720) 962-4648 (FAX)
    St. Genevieve Resources Ltd.
    Bryan Wilson
    President & CEO
    (416) 644-1566