Freyja Resources Inc.
TSX VENTURE : FRA

August 09, 2013 09:54 ET

Freyja Resources Inc. and Cyprium Mining Corporation Enter Into Amended and Restated Pre-Acquisition Agreement

MONTREAL, QUEBEC--(Marketwired - Aug. 9, 2013) - Freyja Resources Inc. (TSX VENTURE:FRA) ("Freyja" or the "Corporation") is pleased to announce that it has entered into an amended and restated pre-acquisition agreement (the "Pre-Acquisition Agreement") with Cyprium Mining Corporation ("Cyprium") dated effective July 31, 2013 on substantially the same terms as the pre-acquisition agreement which was entered into between Freyja and Cyprium on June 14, 2013 (the "Original Agreement"). For further details regarding the Original Agreement, please see Freyja's press release dated June 18, 2013.

The Pre-Acquisition Agreement replaces the Original Agreement in its entirety. Pursuant to the Pre-Acquisition Agreement, Freyja has agreed to make an offer (the "Offer") on August 9, 2013, to acquire, by way of a take-over bid, all of the issued and outstanding common shares of Cyprium (the "Cyprium Shares") in exchange for common shares of Freyja (the "Freyja Shares") on a one for one basis (the "Acquisition"). For further details regarding the Acquisition, please see Freyja's press releases dated June 18 and August 1, 2013.

Freyja has also agreed to exchange all of the currently issued and outstanding share purchase warrants of Cyprium (the "Cyprium Warrants") and stock option so Cyprium (the "Cyprium Options") for warrants and options to purchase Freyja Shares which have identical terms. As at the date hereof, there are 8,980,000 Cyprium Shares, 2,860,000 Cyprium Warrants and 100,000 Cyprium Options issued and outstanding.

About Freyja

Freyja is a mining exploration company listed on the TSX Venture Exchange under the symbol "FRA".

About Cyprium

Cyprium is a private mineral exploration company which targets the acquisition and generation of mining projects located solely in Northern Mexico that have a high-potential for profitable precious and base metal open pit production. Cyprium is committed to maximizing shareholder value by strategically ensuring efficient and profitable production and focusing on a hybrid exploration/production business model. Cyprium prioritizes projects accessible by well-maintained roads and / or railroad systems. Upon completing a conclusive exploration campaign, Cyprium's focus is to rapidly establish an economical production and maximize the project potential by funding further exploration through cash generated by production, thus limiting shareholder dilution.

Neither TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

The securities of Freyja being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Freyja nor Cyprium will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Freyja.

Contact Information

  • Freyja Resources Inc.
    Robert Ayotte
    President and Chief Executive Officer of Freyja
    (450) 441-9177

    Freyja Resources Inc.
    Alain Lambert
    Chairman of Cyprium
    (514) 219-7988