Carrington Acquisition Corp.

June 22, 2009 13:10 ET

Carrington Files Information Circular for Qualifying Transaction

LONDON, ONTARIO--(Marketwire - June 22, 2009) - Carrington Acquisition Corp. of London, Ontario (TSX VENTURE:CAQ.P) ("Carrington") and Mr. George Lunick, President and CEO of Carrington, are pleased to announce that Carrington has filed an information circular relating to its proposed Qualifying Transaction with Dolly Silver Corporation ("Dolly Silver"), a junior Canadian silver mining and exploration company, which was previously announced on August 11, 2008.

Carrington and Dolly Silver have agreed to consummate the Qualifying Transaction by way of an amalgamation of Carrington and Dolly Silver pursuant to the laws of the Province of British Columbia. Shareholders at the special meeting called for July 6, 2009, will be asked to approve the continuance of Carrington into British Columbia and then the amalgamation with Dolly Silver under the laws of the Province of British Columbia. It is anticipated that the Qualifying Transaction will close on or prior to July 13, 2009.

Notwithstanding Carrington has already received shareholder approval to consolidate its common shares on a one post-consolidated common share for each two pre-consolidated common shares, the consolidation will be effected through the amalgamation. Upon amalgamation, Carrington shareholders will receive one common share of the amalgamated corporation for each two common shares currently held. It is expected that this will result in a more favourable capital structure for the Resulting Issuer.

The TSX Venture Exchange (the "Exchange") has conditionally approved the proposed Qualifying Transaction with Dolly Silver, subject to a number of conditions including the completion of a concurrent financing for minimum gross proceeds of $3,800,000 and satisfactory resolution of a review by the Exchange's Compliance and Disclosure department. The concurrent financing will be for a minimum of 9,500,000 units of Dolly Silver ($3,800,000) and a maximum of 12,500,000 units of Dolly Silver ($5,000,000). Each unit is made up of one Dolly Silver common share and one half of one common share purchase warrant. Each common share purchase warrant will entitle the holder to acquire one Dolly Silver common share at an exercise price of $0.60 per share, for a period of 18 months from the date of issuance. The proceeds of this concurrent financing will be used in the exploration work programs on both the properties owned by Dolly Silver and properties which are subject to an earn-in agreement with Dolly Varden Resources to earn a 50% interest in the Dolly Varden silver mines, deposits and properties located in the historic Dolly Varden mining camp in British Columbia.

Trading in the shares of Carrington will remain halted until receipt by the Exchange of satisfactory final documentation.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "subject to" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements are based on reasonable assumption but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Neither 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.

Contact Information

  • Carrington Acquisition Corp.
    George Lunick
    President and CEO
    (519) 679-1300
    Dolly Silver Corporation
    Glenn Laing
    (416) 368-8496