Paragon Minerals Corporation

Paragon Minerals Corporation

December 11, 2006 09:53 ET

Paragon Minerals Announces Completion of Newfoundland Spinoff

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 11, 2006) - Paragon Minerals Corporation ("Paragon") is pleased to announce that Rubicon Minerals Corporation (TSX:RMX) (AMEX:RBY) ("Rubicon") has now closed its Plan of Arrangement (the "Arrangement"), effective December 8, 2006. The Arrangement was undertaken by Rubicon to complete the separation of its Red Lake Assets, its Newfoundland Assets, and its African Kalukundi Copper-Cobalt asset.

As a result of the Arrangement and with respect to Paragon, all Rubicon shareholders who hold Rubicon shares on the Share Distribution Record date (December 19, 2006) will automatically receive one new common share of Paragon in exchange for every six common shares of Rubicon held by such shareholder. Pursuant to the Arrangement, Paragon acquired all of Rubicon's Newfoundland assets.

Paragon has raised total proceeds of $4,044,800 through a non-brokered private placement consisting of 4,092,168 Flow-Through Special Warrants at a price of $0.60 per special warrant and 3,179,000 Non Flow-Through Special Warrants at a price of $0.50 per special warrant. Under the Arrangement, each Paragon Flow-Through Special Warrant automatically converted into one flow-through Paragon common share, and each Paragon Non Flow-Through Special Warrant automatically converted into one non flow-through Paragon common share and one non flow-through Paragon share purchase warrant, with one whole non flow-through Paragon share purchase warrant entitling the holder to purchase one additional non flow-through Paragon common share at a price of $1.00 for a term of two years.

As a result of the Arrangement becoming effective, 20,322,922 common shares of Paragon are issued and outstanding. Altius Resources Inc ("Altius") is Paragon's largest shareholder with 16.2% of Paragon's issued and outstanding shares immediately following the Arrangement, as a result of Altius' participation in the Paragon financing.

The common shares of Paragon have been conditionally accepted for listing by the TSX Venture Exchange and will be listed under the symbol "PGR", subject to satisfaction of customary conditions of the Exchange, including filing of all required documentation. The TSX Venture Exchange will issue a notice confirming the date on which the Paragon common shares will be posted for listing.

For further information on the Arrangement and Paragon financing see Rubicon's News releases dated December 8, November 28, September 11 and June 22, 2006 and filed on SEDAR.

PARAGON MINERALS CORPORATION

Michael Vande Guchte, President & CEO

This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding Rubicon's Plan of Arrangement and in particular post-Effective Date matters such as the distribution of shares of Paragon and the anticipated commencement of trading of Paragon's common shares on the TSX Venture Exchange.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration success, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals (including satisfaction of listing and other conditions imposed by stock exchanges), and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the transactions described herein, the ability of Paragon and other relevant parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Paragon's proposed transactions and exploration and development programs on reasonable terms and the ability of third-party service providers to deliver services in a timely manner. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

Contact Information

  • Paragon Minerals Corporation
    Bill Cavalluzzo
    Toll free: 1-866-365-4706
    or
    Paragon Minerals Corporation
    Suite 1540-800 West Pender Street
    Vancouver BC CANADA V6C 2V6