Rockhaven Resources Ltd.
CNQ : ROCK

Rockhaven Resources Ltd.

November 06, 2007 09:30 ET

Rockhaven Resources Ltd. Enters into Letter of Intent to Acquire Mineral Assets from Strategic Metals Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 6, 2007) - Rockhaven Resources Ltd. (CNQ:ROCK) ("Rockhaven" or the "Corporation") is pleased to announce that it has entered into a letter of intent dated November 1, 2007 (the "Letter of Intent") to acquire certain mineral properties located in the Yukon Territory (the "Properties") of Strategic Metals Ltd. ("Strategic"), a public company whose shares trade on the TSX Venture Exchange (TSX VENTURE:SMD) as a Tier 1 company (the "Transaction").

"This acquisition fits in with our corporate mandate of focusing in on early stage discoveries in well known mining camps," stated Rockhaven's President, Richard Graham. "In fact, the Plata silver-gold property shows many geological similarities to the Keno Hill Camp, which is the second largest silver producer in the history of Canadian mining and is an excellent addition to our North Abitibi gold project in the prolific Abitibi greenstone belt where diamond drilling is expected to resume as soon as ground conditions allows. The Transaction also gives Rockhaven geographical diversity, a heavy exposure to silver and an experienced geological management team to advance our growing property portfolio."

Highlights of the Transaction

Pursuant to the terms of the Letter of Intent, the purchase price for the Properties shall consist of 8,000,000 common shares in the capital stock of Rockhaven (the "Consideration Shares") at a deemed purchase price of $0.375 for aggregate consideration of $3,000,000. The Consideration Shares shall be issued in compliance with available prospectus and registration exemptions contained in applicable securities law, and the parties acknowledge that the Consideration Shares issued to Strategic shall be subject to a 3 year escrow with the release provisions to be in compliance with the escrow requirements contained in the policies of Canadian Trading and Quotation Systems Inc. ("CNQ"). Strategic also acknowledges that the issuance of the Consideration Shares will result in Strategic becoming a "control person" of Rockhaven, and that, accordingly, in addition to the agreed escrow release provisions, the Consideration Shares will also be subject to the restrictions on resale applicable to "control persons" under applicable securities legislation.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, the entering into of a formal agreement between the Corporation and Strategic, the receipt of all required regulatory and shareholder approvals, as applicable and the successful completion of the transfer of a minimum of 925,000 common shares of Rockhaven to Strategic including certain shares that are presently subject to escrow restrictions. There can be no assurance that the Transaction will completed as proposed or at all.

The following is a description of the Properties to be acquired pursuant to the Transaction:

The Plata-Inca Silver-Gold Property (Yukon Territory)

The Plata-Inca property is the principal property being acquired in the Transaction. The Plata-Inca property consists of 149 mineral claims located 165 km north of Ross River in the Mayo Mining District of the Yukon. Gold-silver-lead-zinc mineralization occurs in a series of subparallel high angle fissure veins; in a shallowly dipping vein developed within a thrust zone; and, in a poorly defined stockwork zone in hornfelsed sediments.

The veins were discovered in the late 1960s and have since received intermittent exploration totaling approximately C$6 million. About 2,100 metres of diamond drilling in 25 holes and 260 metres of underground development has been completed. In addition, more than 2,000 tonnes of galena rich material have reportedly been mined and shipped to smelters at an average grade of approximately 5,450 grams silver per tonne and 68% lead. A historic resource for mineralization in the No. 4 zone was calculated in 1996 and totalled 453,592 tonnes at a grade of 397.71 grams silver per tonne, 3.77 grams gold per tonne and 10% combined lead and zinc (Yukon Minfile). Rockhaven does not consider the historical estimates as current mineral resources. A qualified person has not done sufficient work to classify the historical estimate as current mineral resources. The historical estimate should, therefore, not be relied upon.

Results from a 1998 infill rotary drill program on the No. 4 vein included 1,203 grams silver and 3.95 grams gold over 2.72 metres; 1,700 grams silver and 4.48 grams gold plus 7.53% lead and 2.96% zinc over 1.22 metres and 895 grams silver, 2.85 grams gold, plus 5.54% lead and 1.58% zinc over 3.04 metres. Of the sixteen holes drill, thirteen hit significant mineralization while three were terminated due to poor ground conditions.

The No. 6 zone comprises three areas of mineralization with an aggregate length of 420 metres with trench values yielding an average grade of 444.78 grams silver, 0.56 gram gold per tonne plus 3% combined lead-zinc.

The No. 17 zone lies 400 metres along strike to the northwest and is marked by a 400-by-75 metre silver-gold anomaly running more than 10 parts per million silver and 50 parts per billion gold. The No. 6 and 17 zones, along with several other identified prospects on the property have never been drill tested.

During 2007, Strategic completed an airborne magnetic and VTEM survey over the entire property package. The mineralization and geology at the property is very similar to those deposits that comprise the Keno Hill District, approximately 150 km to the west. The Keno Hill District is the second largest silver producer in the history of Canadian mining.

Ancillary Properties

As noted above, besides the Plata-Inca property, the Transaction also includes two other ancillary properties. The Groundhog Silver property consists of 104 mineral claims located within the St. Cyr Range of the Pelly Mountains in the Watson Lake Mining District of the Yukon and the Zap Base Metal property consists of 50 mineral claims located 105 km northeast of the village of Mayo in the Mayo Mining District of the Yukon.

The foregoing disclosure is based on exploration data and geological reports provided by Strategic, which have been reviewed and compiled by Richard A. Graham, P. Geol., who is president of Rockhaven and a "qualified person" for the purpose of NI 43-101. All geological information provided in this press release, including all information on the Properties has been provided by management of Strategic and has not been independently verified by management of the Corporation.

The Financing

In conjunction with the Transaction, Rockhaven intends to complete a private placement of a minimum of 1,000,000 and up to a maximum of 2,000,000 units at a price of $0.50 per unit, wherein each unit shall consist of one common share of Rockhaven ("Common Shares") and one-half (1/2) of a non-transferable share purchase warrant ("Warrant"), with each whole warrant to entitle the holder to purchase one additional Common Share at a price of $0.80 for a period of 2 years from the closing of this private placement. Rockhaven also intends to complete a private placement of a minimum of 4,000,000 and up to a maximum of 5,000,000 units at a price of $0.60 per unit, wherein each unit to consist of one Common Share issued on a flow-through basis for Canadian tax purposes and one-half (1/2) of one Warrant. The private placements are subject to the approval of CNQ.

Board of Directors and Management

It is the intent of the Corporation to increase its operational focus and as a result, upon completion of the Transaction, it is anticipated that additional individuals with a significant amount of mining expertise will join the Corporation. Richard Graham will resign as President of the Corporation but will remain as a director and all other current directors and officers shall resign. The new members of the board of directors and management shall be follows:

James M. Stephen, Kelowna, British Columbia

Proposed Chief Executive Officer. Mr. Stephen is a self-employed businessman through a private company which he wholly-owns. He has been actively involved in the mineral exploration industry since the early 1970's, and has been a director and an officer of many junior mineral exploration companies for over 20 years. Mr. Stephen is the Chief Executive Officer and a Director of Strategic Metals Ltd.

W. Douglas Eaton, North Vancouver, British Columbia

Proposed Chief Financial Officer and Chief Operating Officer. Mr. Eaton is a geologist. He has been a partner and a director of Archer, Cathro & Associates (1981) Limited, Consulting Geological Engineers, since 1981. Mr. Eaton obtained a Bachelor of Arts degree from the University of Alberta in 1971, and a Bachelor of Sciences degree in Geology from the University of British Columbia in 1980. Mr. Eaton has been a director and an officer of a number of reporting issuers for many years. He is the Chief Financial Officer and Chief Operating Officer of Strategic Metals Ltd.

Robert C. Carne, Burnaby, British Columbia

Proposed President and director. Mr. Carne is a professional geoscientist. He served as a geologist with Archer, Cathro & Associates (1981) Limited, Consulting Geological Engineers, from 1977 to 2002. Mr. Carne obtained a Bachelor of Sciences degree from the University of British Columbia in 1974, and a Master of Sciences degree from the University of British Columbia in 1979. Mr. Carne has been a director and an officer of a number of reporting issuers for many years. Mr. Carne is the President and a Director of Strategic Metals Ltd.

Glenn R. Yeadon, Vancouver, British Columbia

Proposed Secretary and director. Mr. Yeadon is a barrister and solicitor in British Columbia, practicing mainly in the field of securities law. He has been associated in the practice of law with Tupper, Jonsson & Yeadon and predecessor firms since 1980. Mr. Yeadon obtained a Bachelor of Commerce degree from the University of British Columbia in 1975, and a Bachelor of Laws degree from the University of British Columbia in 1976. Mr. Yeadon has been a director and an officer of a number of reporting issuers for over 20 years. Mr. Yeadon is the Secretary and a Director of Strategic Metals Ltd.

R. Allan Doherty, Whitehorse, Yukon Territory

Proposed director. Mr. Doherty is a professional geoscientist who has worked in the Yukon as a consulting exploration geologist for over 25 years. He has been a principal of Aurum Geological Consultants Inc. since 1985.

David G. Skoglund, Kelowna, British Columbia

Proposed director. Mr. Skoglund has been a self-employed businessman in Kelowna since 1970, and has extensive experience in real estate (commercial development and leasing, and residential development).

All information provided in this press release related to Strategic has been provided by management of Strategic and has not been independently verified by management of Rockhaven.

The Common Shares of Rockhaven will remain halted until certain requirements of the CNQ in connection with the Transaction have been satisfied.

Completion of the Transaction is subject to a number of conditions, including but not limited to, CNQ acceptance and Shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in any disclosure document relating to the Transaction, any information released or received with respect to the Transaction may be accurate or complete and should not be relied upon. Trading in the securities of Rockhaven should be considered highly speculative.

The CNQ has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Rockhaven Resources Ltd.
    Richard Graham
    President
    (604) 689-1428