Cassius Ventures Ltd.
TSX VENTURE : CZ

May 04, 2011 12:02 ET

Cassius Ventures Enters Into Share Exchange Agreement to Acquire Nicaraguan Gold Properties and Announces Non-Brokered Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 4, 2011) - Cassius Ventures Ltd. (the "Company") (TSX VENTURE:CZ) is pleased to announce that it has entered into a share exchange agreement dated May 3, 2011 (the "Agreement") with Sirocco Advisory Services Ltd. and JAT Metconsult Ltd. (collectively, the "Fortress Shareholders") to acquire all of the issued and outstanding shares (the "Fortress Shares") of Fortress de Nicaragua S.A. ("Fortress"), a private Nicaraguan company, which company is the legal and beneficial owner of sixteen exploration concessions with a total area of approximately 137,782.65 hectares located in Nicaragua and known as the "Nicaraguan Gold Properties" (the "Acquisition").

Sirocco Advisory Services Ltd. is a private company controlled by Steven G. Dean and JAT Metconsult Ltd. is a private company controlled by John A. Thomas.

Pursuant to the Agreement, the Company proposes to acquire all of the Fortress Shares from the Fortress Shareholders by way of an exchange of securities. In exchange for the Fortress Shares, the Company will issue to the Fortress Shareholders a total of 6,500,000 common shares in the capital of the Company, each as to 50%, at a deemed price of $0.25 per share plus reimbursement for certain expenses and assumption of certain property maintenance fees not to exceed USD$650,000.

At the time of closing of the Acquisition, John A. Thomas will be appointed as a director of the Company. Mr. Thomas is a professional engineer, and holds a B.Sc. and Ph.D. from the University of Manchester, UK. Mr. Thomas has extensive experience in the mineral resource industry, particularly in Latin America, and is currently a director of Infinito Gold Ltd., Alexandria Minerals and Canada Zinc Metals Corp. He has previously served as Vice President, Development of Rusoro Mining, and Vice President, Operations of Bolivar Gold Corp.

In addition, the Company has also agreed, subject to Exchange Approval and certain other conditions, to pay an arm's length finder's fee of $113,750 through the issuance of 455,000 common shares of the Company at a deemed price of $0.25 per share upon completion of the Acquisition.

The Acquisition will be considered a "reviewable transaction" under the policies of the Exchange and is subject to certain industry standard closing conditions, including regulatory approval. In addition, the Acquisition is also subject to the approval of the TSX Venture Exchange and the shareholders of the Company and the completion of an equity financing for the Company to raise gross proceeds in the minimum amount of $2,000,000 on or prior to the closing of the Acquisition.

Non-Brokered Financing

The Company is pleased to announce a non-brokered private placement of up to 10,000,000 units of the Company, at a price of $0.25 per unit to raise up to $2,500,000, each unit consisting of one common share and one-half of one share purchase warrant. Each whole such warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.45 per share for a period of 24 months following the closing of the private placement. The warrants will also be subject to an "accelerated expiry provision" whereby, in the event that the volume weighted average closing price of the Company's shares is equal to or exceeds $0.65 for a period of 15 consecutive trading days, the Company may give written notice to the warrantholders that the warrants shall expire on the 30th calendar day following the date of such notice.

The proceeds from the sale of the units will be used to fund exploration and evaluation of the Nicaraguan Gold Properties and for general working capital.

The Company may pay finder's fees equal to up to 6% commission on gross proceeds raised from the private placement, payable in cash and/or common shares of the Company.

The private placement is subject to the approval of the Exchange. The Company anticipates closing of the private placement as soon as practicable subject to receipt of all necessary regulatory approvals.

On behalf of the Board of Directors

Cassius Ventures Ltd.

Jason Birmingham, Director

This news release includes certain statements of forward-looking information. Such statements include, but are not limited to statements regarding plans for the completion of the Acquisition and the private placement financing and the use of proceeds of such financing. We have made certain assumptions about the statements of forward-looking information contained herein, including among other things, that Nicaragua will continue to accept foreign investment in mineral exploration. Statements of forward-looking information involve various risks and uncertainties. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Acquisition will not be approved by shareholders and/or the Exchange, risks relating to foreign investment in Nicaragua, market prices, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks set forth from time to time in the filings made by the Company with securities regulators. Although we have attempted to identify factors that would cause actual results to differ materially from those described in statements of forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be as anticipated, estimated or intended. Also, many of the factors are beyond our control. There can be no assurance that statements of forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly you should not place undue reliance on statements of forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statements except as otherwise required by applicable law.

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 of the adequacy or accuracy of this release.

Contact Information

  • Cassius Ventures Ltd.
    Jason Birmingham
    Director
    (604) 688-9588