Rodeo Capital Corp.

January 25, 2010 08:00 ET

Rodeo Enters Into Non-Binding LOI With PJV Resources Inc. & Dundee Precious Metals Inc. (TSX: DPM)

PJV to Acquire the Timok Project, Serbian Gold Prospect, From DPM and Raise $25,000,000 in Financing

CALGARY, ALBERTA--(Marketwire - Jan. 25, 2010) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Michael Thomson, President & CEO, is pleased to report that Rodeo Capital Corp. (the "Company" or "Rodeo"), a capital pool company, has entered into a non-binding letter of intent dated December 23, 2009 (the "LOI") with Dundee Precious Metals Inc. ("DPM"), a Toronto Stock Exchange listed Canadian company, and PJV Resources Inc. ("PJV Resources"), a privately owned British Columbia corporation, as financing and acquisition corporation, to complete an arm's length business combination transaction that will constitute Rodeo's Qualifying Transaction ("QT"). Approval of the QT by the shareholders of Rodeo is not expected to be required by the TSX Venture Exchange (the "Exchange"). The principals of PJV Resources are David Fennell and James Crombie.

PJV Resources was created to acquire DPM's right, title and interest in mineral licenses related to the Timok project located in Serbia, close to the mining town of Bor (the "Timok Project") and all other associated assets and liabilities of the concession holder, Dundee Plemeniti Metali d.o.o. (the "DPM Subsidiary"), by way of the sale to PJV of DPM's interest in all of the issued and outstanding securities of the DPM Subsidiary (the "Acquisition") following a reorganization of the DPM Subsidiary which will be subject to Governmental approvals and certain other conditions. 

Business Combination Transaction – Rodeo, PJV Resources & DPM

The Acquisition is going to be a component of a wider transaction (the "Transaction") pursuant to which PJV would amalgamate with a newly created British Columbia subsidiary of Rodeo and all of the securities of PJV would be exchanged for securities of Rodeo. The material components of the Transaction are as follows: (1) the acquisition of the DPM Subsidiary (including the Timok Project) by PJV Resources from DPM, subsequent to the entering into a definitive agreement specifying the terms of the acquisition (the "Transaction Agreement"); (2) the subsequent amalgamation of PJV Resources with a wholly-owned subsidiary of Rodeo, upon which all of PJV Resources outstanding common shares shall be exchanged for common shares in the capital of Rodeo and all of PJV Resources outstanding warrants will be exchanged for replacement warrants of Rodeo (such Rodeo warrants will have the same terms as the exchanged PJV Resources warrants); (3) the definitive structure of the Transaction will be determined by the parties acting on the advice of legal counsel; (4) each of the parties to the QT will bear their own costs; and (5) assuming completion of the QT, Rodeo (the "Resulting Issuer"), post completion of the Transaction and Initial Financing (as hereinafter defined), will be a mining exploration company focused on exploration and development of the Timok Project. It is estimated that there will be approximately 178,125,000 common shares of the Resulting Issuer issued and outstanding immediately following closing of the QT consisting of: (i) the 5,000,000 shares of Rodeo currently issued and outstanding, (ii) approximately 106,875,000 Rodeo shares (or such other number so that DPM will hold 60% of the Rodeo shares upon completion of the QT) to be issued in exchange for PJV shares issued to DPM as part of the Vendor Units (as defined below) issued by PJV as consideration for the Acquisition, (iii) a minimum of 58,750,000 Rodeo shares to be issued in exchange for PJV shares issued as part of the financing with Dundee Securities Corporation, and (iv) up to an additional 7,500,000 common shares of PJV as part of a non-brokered financing expected to be exchanged for shares of Rodeo upon completion of the QT, as more particularly described below. 

Trading in the common shares of Rodeo has been halted by the Exchange at the request of the Company. Trading is expected to remain halted until, at the earliest, the entering into the Transaction Agreement. PJV Resources and DPM have until January 30, 2010 to complete their due diligence on Rodeo. PJV Resources and DPM have agreed not to solicit or negotiate with any capital pool or other companies in regard to a transaction similar to the one proposed. Rodeo has agreed to not solicit any other transactions. The non-solicitation provisions are binding terms of the letter of intent and extends to the termination of the letter of intent.

Summary of the Transaction Agreement – Rodeo, PJV Resources & DPM

Pursuant to the non-binding LOI, the Transaction Agreement, to be negotiated by Rodeo, PJV Resources and DPM by February 28, 2010 is proposed to involve, amongst others, the following material transaction components: 1. the reorganization of the DPM Subsidiary including the transfer of certain Serbian assets and liabilities, not forming part of the Transaction to another subsidiary of DPM (the "Reorganization"); 2. PJV Resources raising a minimum of $25,000,000 in the aggregate, to support the development of the Timok Project, which is currently contemplated to consist of a brokered private placement of at least 58,750,000 subscription receipts (the "Subscription Receipts"), for total gross proceeds of at least $23,500,000 (the "Initial Financing") with an additional $1,500,000 being raised in PJV. Pursuant to the Initial Financing, each Subscription Receipt shall entitle the holder thereof, upon exchange or deemed exchange, to receive one PJV Resources common share (the "PJV Financing Shares") and one-half of one PJV Resources common share purchase warrant (the "PJV Financing Warrants"); 3. at closing, the payment of a cash payment to DPM with respect to restricted cash of the DPM Subsidiary held by the Serbian government as collateral against the Subsidiary's concession obligations, currently estimated at approximately US $1,400,000; 4. the issuance by PJV Resources to DPM of such number of units (the "Vendor Units") that will result in DPM owning 60% of the issued and outstanding capital of the Resulting Issuer, on a non-fully diluted basis, post closing of the QT. Each Vendor Unit will consist of one common share and one-half of a share purchase warrant ("DPM Warrants") – each whole DPM Warrant being exercisable for a term of the greater of 2 years and the term of the PJV Financing Warrants, at an exercise price equal to the lesser of the issue price of a unit sold in the Initial Financing and $0.40 per DPM Warrant; 5. the further issuance by the Resulting Issuer to DPM of 25,000,000 common shares upon completion of a "feasibility study" (as defined in NI 43-101) on all or a part of the Timok Project; and 6. an additional issuance by the Resulting Issuer to DPM of 25,000,000 common shares upon a positive decision being made by the board of directors of the Resulting Issuer to bring all or any part of the Timok Project into production (a total of 50,000,000 common shares will be issued to DPM, in total, if a feasibility study is not prepared, but a production decision is made in any event).

The LOI is non-binding and is subject to the parties negotiating a definitive Transaction Agreement and the parties satisfying various other conditions. Therefore, there is no assurance that the Transaction will be contemplated on the terms proposed above or contemplated at all.

Financing with Dundee Securities Corporation

Dundee Securities Corporation and PJV have entered into an engagement letter dated January 18, 2010 (the "Engagement Letter") whereby Dundee Securities Corporation will act as lead agent on a best efforts basis to raise a minimum of $23,500,000 in Subscription Receipts exchangeable for one PJV Financing Share and one-half of one PJV Financing Warrant. The PJV Financing Warrants will entitle the holder thereof to purchase one common of PJV at an exercise price of $0.40 for a period of 24 months after the escrow release time, being the time immediately prior to the effective time of the Transaction (the "Escrow Release Time"). The release from escrow is subject to satisfaction of the following conditions within 150 days after the closing date of the Initial Financing:

  1. the acquisition of the Timok Project shall have been completed on the terms and conditions set forth in the LOI in all material respects;

  2. the agents to the Initial Financing shall have received a title opinion from Serbian counsel to PJV, Rodeo or DPM with respect to title to the Timok Project in form and substance satisfactory to Dundee Securities Corporation, acting reasonably; and

  3. all conditions precedent to the completion of the Transaction shall have been satisfied or waived to the satisfaction of the agents to the Initial Financing, acting reasonably, including, without limitation, any required shareholder approval and the conditional approval of the Exchange for the Transaction and the agents shall be satisfied that the Transaction will be completed substantially in accordance with the terms and conditions set forth in the LOI.

Upon the foregoing conditions being satisfied, the Subscription Receipts will be deemed to have been exchanged for PJV Financing Shares and PJV Financing Warrants. The Subscription Receipts, PJV Financing Shares and PJV Financing Warrants will be subject under applicable securities laws to an indefinite hold period. The PJV Financing Shares and PJV Financing Warrants will be exchanged on a one for one basis for common shares and replacement warrants of Rodeo that will not be subject to hold periods under Canadian securities law.

PJV will pay the agents to the Initial Financing a cash commission equal to 6% of the gross proceeds of the Initial Financing payable at the Escrow Release Time. In addition, PJV will grant the agents compensation options equal to 6.0% of the number of Subscription Receipts sold under the Initial Financing. Each such options will be exercisable for one common share and one-half of one warrant of PJV at a price of $0.40 for a period of 24 months after the closing date of the Initial Financing and will be exchanged upon completion of the QT for replacement options and warrants. Pursuant to the terms of the Engagement Letter, the Initial Financing must close no later than February 25, 2010, or such other date as Dundee Securities Corporation and PJV may agree upon.

About the Timok Project

DPM has been actively exploring in Serbia since 2004 and is the largest holder of mineral exploration properties in the country. The Timok Project consists of twelve exploration license agreements and one concession license (the "Coka Kuruga Concession") amounting to 916 square kilometers in area; a further four exploration license agreements are located in central western Serbia and are prospective for sediment-hosted gold mineralization, these licenses amount to 320 square kilometers in area. The Coka Kuruga Concession for exploration and exploitation was granted in September 2006 for an initial five year exploration period with allowance for an additional two year period to complete mining studies, following which the company is entitled to mining rights with an initial duration of 25 years. The exploration license agreements are currently renewed on an annual basis. Exploration targets within the licenses include porphyry copper-gold-molybdenum deposits, porphyry gold deposits, calcareous sediment-hosted gold deposits and high sulfidation epithermal gold-silver-copper deposits.

Significant gold assay results returned to date from soil sampling, trenching and initial diamond drilling has confirmed the existence of a major zone of calcareous sediment-hosted gold mineralization along the western border of the Timok Magmatic Complex in northeastern Serbia. This sediment-hosted belt of strongly anomalous gold, arsenic, antimony, bismuth and tellurium geochemistry is at least 25 kilometers long and remains open to the west. Numerous targets have been identified within this trend from soil sampling (up to 5 grams per tonne gold), geophysical data, trenching and initial scout diamond drilling. Stream sediment sampling has significantly extended the anomalous area to the west and appears to have identified a major, previously unrecognized, province of gold mineralization adjacent to the Timok Magmatic Complex.

Exploration on the Coka Kuruga concession has identified the Timok Diorite Porphyry Cluster in which six Cu-Au-Mo and/or Au only porphyry centers have been defined to date. Work to date has included surface trenching, reverse circulation and diamond drilling on a number of porphyry Au and porphyry Cu-Au-Mo targets. The most advanced Cu-Au-Mo project, Valja Strz, has been drill defined over a 700 meter strike length within a 350 meter corridor on a nominal 80 meter by 80 meter drill spacing to an approximate vertical depth of 400 metres. In addition, a shallow reverse circulation drilling program was completed on a nominal 40 meter by 40 meter spacing to an approximate vertical depth of 60 metres over the same corresponding area. Also present within the concession area is the Kuruga high-sulfidation lithocap which has returned intercepts for gold, copper and silver from initial wide spaced diamond drilling. Further details on the Timok Project will be available in a future news release.

Board of Directors & Officers

Concurrent with the closing of the QT, all of the Directors and Officers of Rodeo will resign and the following persons are expected to be appointed as the Directors and Officers of the Resulting Issuer:

Executive Chairman: David Fennell received his law degree in 1979 from the University of Alberta and practiced in the areas of corporate and resource law until 1983, when he founded Golden Star Resources. During his term as President & CEO, Golden Star became a TSE 300 company and one of the largest and most successful exploration companies. In 1998, Mr. Fennell left Golden Star to become Chairman and CEO of Cambiex Explorations Ltd, which became Hope Bay Gold Corporation. He held this position until the merger of Hope Bay and Miramar Mining Corporation where he continued as Executive Vice-Chairman and director for the combined entity until its takeover, in January 2008, by Newmont Mining Corporation, a leading gold producer. He was Chairman of Ariane Gold Corp. from August 2002 until its acquisition by Cambior Inc. in November 2003, and was a director of Palmarejo Silver and Gold Corporation until the merger with Coeur d'Alene Mines Corporation, one of the world's leading silver companies, in December 2007. He was Chairman of Maximus Ventures Ltd. until the business combination with NFX Gold Inc. to form Bear Lake Gold Inc. Mr. Fennell is currently a director of Sabina Gold and Silver Corp., Major Drilling Group International Inc. and Sutter Gold as well as the Chairman and director of Reunion Gold Corporation, Bear Lake Gold Ltd. and Queensland Minerals Ltd. and Executive Chairman and director of Odyssey Resources Limited.

Vice Chairman, President & CEO: James Crombie graduated from the Royal School of Mines, London, in 1980 with a B.Sc. (Hons) in Mining Engineering, having been awarded an Anglo American scholarship. Mr. Crombie held various positions with DeBeers Consolidated Mines and the Anglo American Corporation in South Africa and Angola between 1980 and 1986. He spent the next thirteen years as a mining analyst and investment banker with Shepards, Merrill Lynch, James Capel & Co. and finally with Yorkton Securities. Mr. Crombie was the Vice President, Corporate Development of Hope Bay Mining Corporation Inc. from February 1999 through May 2002 and President and CEO of Ariane Gold Corp. from August 2002 to November 2003. Mr. Crombie was President, CEO and a director of Palmarejo Silver and Gold Corporation until the merger with Coeur d'Alene Mines Corporation, one of the world's leading silver companies, in December 2007. He was a director of Sherwood Copper Corporation until its business combination with Capstone Mining Corp. in November 2008. Currently, Mr. Crombie is the President, CEO and a director of Reunion Gold Corporation, CEO and Executive Vice-Chairman of Queensland Minerals Ltd. and President, CEO and director of Odyssey Resources Ltd. He is also a director of Arian Silver Corporation and Sutter Gold.

Director, Special Consultant: Julian Barnes is Executive Vice President of DPM. He has obtained his Bachelor of Science Honours Geology degree from the University College Swansea of Wales, UK and his PhD Philosophy from the University of Leeds, UK. He has extensive experience in major exploration/development project management, technical computing applications, due diligence studies, structural analysis, exploration and mining geology, technical audits, valuations, resource evaluations, ore reserve modeling and pit optimization. In 1987 he founded Resource Service Group, an Australian based consulting firm, where Dr. Barnes was involved in all technical and professional aspects including project generation, exploration geochemistry, project scheduling and budgeting, exploration and resource computing and quality control programs. He has also worked on numerous bankable feasibility studies, mergers and acquisitions, and bankable due diligence studies for the majority of major international lending institutions throughout the world. From RSG's Perth office he has undertaken major projects throughout the globe for a wide variety of commodities, including precious metals, mineral sands, industrial minerals, nickel and copper-lead-zinc.

Director: Anthony Walsh (Head of Audit Committee) graduated from Queen's University (Canada) in 1973 and became a member of The Canadian Institute of Chartered Accountants in 1976. Mr. Walsh has over 20 years experience in the field of exploration, mining and development. Prior to joining Sabina Silver Corporation, Mr. Walsh was President and CEO of Miramar Mining Corporation (1995-2007), was the Senior Vice-President and CFO of a computer leasing company (1993-1995) and the CFO and Senior Vice-President, Finance of International Corona Mines Ltd., a major North American gold producer (1989-1992). From 1985 to 1989 he was Vice-President, Finance of International Corona Mines Ltd., and from 1973 to 1985 Mr. Walsh held various positions at Deloitte, Haskins & Sells, a firm of Chartered Accountants. Mr. Walsh is currently the President, CEO and a director of Sabina Gold and Silver Corp.

Director: Jonathan Goodman is the President and Chief executive Officer of DPM. He has over 20 years experience in the resource and investment industry, working as a geologist, senior analyst, portfolio manager and senior executive. Mr. Goodman joined Goodman & Company, Investment Counsel Ltd. in 1990, where he was responsible for the selection of Canadian equities and played a major role in developing asset allocation strategies, before becoming the company's President. He is also a founder of Goepel Shields and Partners, an investment firm. Mr. Goodman graduated from the Colorado School of Mines as a Professional Engineer and holds a Master of Business Administration from the University of Toronto. He is also a Chartered Financial Analyst, and is a director of several publicly-traded resource companies.

Director: Ian Hanks has over 30 years project development experience related to the mining, mineral processing and metal production industries. Mr. Hanks has held senior project and construction management positions with Dundee Precious Metals, Barrick Gold Corporation, Flour Daniel Wright, and Cominco. During his tenure at Barrick, Ian was responsible for construction management of the Bulyanhulu Gold Project in Tanzania, the feasibility stage through to start of construction of the Veladero Gold Project in Argentina and the feasibility stage of the Pascua-Lama Gold Project straddling the Argentinean-Chilean border. Mr. Hanks holds a degree in Civil Engineering from City University, London, England and is a member of the Association of Professional Engineers and Geoscientists of British Columbia, Canada.

Director: John Wakeford is the Senior Vice-President, Corporate Development, of Sabina Gold and Silver Corp. Mr. Wakeford has more than 30 years in worldwide exploration with extensive experience in Archean greenstone deposits, including the Hemlo and Timmins gold camps. His experience includes fourteen years with Noranda, where, among other things, he played a key role in the discovery and evaluation of the Holloway gold deposit. On the creation of Hemlo Gold Mines, Mr. Wakeford was appointed Director of International Exploration and led Hemlo's international gold exploration activities. Following the merger of Hemlo with Battle Mountain, he was appointed Director of Exploration, and eventually became responsible for Battle Mountain's exploration efforts. Most recently John was the Vice-President of Exploration at Miramar Mining during which time his experience and knowledge of Archean greenstone belts enabled the company to grow the Hope Bay resource to over 10 million ounces of gold.

Officer - Chief Financial Officer: Alain Krushnisky graduated from the University of Ottawa in 1983 with a B.Com. and is a member of the Canadian Institute of Chartered Accountants. Mr. Krushnisky has twenty years of experience in the mining sector including 10 years with Cambior Inc. in various capacities, including Vice-President and Controller. Since 2004, Mr. Krushnisky has been doing consulting work for various mining companies. He currently is the Chief Financial Officer of various public companies, including Reunion Gold Corporation, Queensland Minerals Ltd., Odyssey Resources Limited and Bear Lake Gold Ltd. He is also a director of Orezone Resources Inc., Cogitore Resources Inc. and Majescor Resources Inc. 

Officer - Corporate Secretary: Carole Plante received a law degree in 1983 from the University of Montreal and is a member of the Quebec Bar. Ms. Plante has over 15 years experience in the mining sector. Ms. Plante has been the Corporate Secretary of Reunion Gold Corporation since 2004. She also acts as General Counsel and Corporate Secretary of Queensland Minerals Ltd., Odyssey Resources Limited and Bear Lake Gold Ltd. Previously, Ms. Plante acted as Legal counsel and Corporate Secretary for Palmarejo Silver and Gold Corporation, Ariane Gold Corp., Hope Bay Gold Corporation and Golden Star Resources Ltd.

Grant of Additional Stock Options

As part of the QT, the Resulting Issuer will issue additional incentive stock options (the "Additional Stock Options") to incoming Directors and Officers, at an exercise price equal to the price of the securities issued under the Initial Financing or otherwise in accordance with the policies of the Exchange. The terms and conditions of the Additional Stock Options will be determined by the Board of Directors of the Resulting Issuer, but will not exceed 10% of the issued and outstanding shares of the Resulting Issuer, post completion of the QT. 

Sale and Purchase Within Escrow

As part of the proposed QT, the five escrow shareholders of Rodeo have agreed in principle to the sale and purchase within escrow of an aggregate of 2,550,000 shares of the 3,000,000 shares held in escrow, at a price of $0.085 per share, for a total purchase price of $216,750. The sale and purchase within escrow is being made pursuant to exemptions from the take-over bid requirements of applicable securities legislation and will close concurrent with the closing of the QT. The persons purchasing escrow shares are: David Fennell, James Crombie, Julian Barnes, Ian Hanks, John Wakeford, Anthony Walsh and Jonathan Goodman (collectively, the "Escrow Share Purchasers"). The Escrow Share Purchasers will be subject to escrow requirements, as determined by the Exchange as part of the approval of the QT. 

Closing of the Qualifying Transaction

The closing of the QT is subject to a number of terms and conditions including:

  1. DPM obtaining Serbian government approval for the Reorganization and the Transaction, and DPM completing the Reorganization prior to closing of the Transaction; 

  2. execution of the Transaction Agreement by all parties by February 28, 2010 (or such later date as the parties may agree upon in writing) and Rodeo, PJV Resources and DPM closing the Transaction Agreement; 

  3. absence of material adverse change, material litigation, claims, investigations or other matters affecting Rodeo, PJV Resources or DPM; 

  4. completion of aggregate financing by PJV of at least $25,000,000 that includes the Initial Financing; 

  5. approval by the Board of Directors of Rodeo, PJV Resources and DPM and by the shareholders of Rodeo, if required by the Exchange; 

  6. the entering into of certain ancillary agreements as contemplated in the LOI, more particularly: an agreement whereby DPM will have a participation right to maintain its pro-rata ownership of the Resulting Issuer; a standstill agreement relating to certain conduct of DPM, dependent upon its ownership position in the Resulting Issuer, relating to take-over bids; and the grant by the Resulting Issuer to DPM of qualification rights pursuant to which DPM will be entitled to request the qualification for distribution by prospectus in all provinces of Canada (other than Québec) of DPM's shares of the Resulting Issuer, at DPM's expense, and as long as DPM holds more than 20% of the outstanding shares of the Resulting Issuer; 

  7. PJV Resources shall be responsible for and at its expense to (i) prepare an Information Circular or Filing Statement which after having been reviewed and approved by Rodeo will be submitted to the Exchange for its review in accordance with its policies, (ii) prepare and submit for filing with the Exchange and securities commissions a current and compliant National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report relating to the Timok Project, (iii) prepare and submit necessary audited and reviewed financial statements for PJV Resources and the DPM Subsidiary or any other entity other than Rodeo, as required by the Exchange, and (iv) to arrange sponsorship or an exemption from the sponsorship requirements of the Exchange; and

  8. in addition to the approval contemplated above, all parties obtaining all requisite regulatory, stock exchange or governmental authorizations and consents, including the Exchange.

About Rodeo Capital Corp.:  Rodeo is a junior capital pool company that completed its initial public offering and obtained a listing on the TSX Venture Exchange in July of 2009. Prior to entering into the LOI, Rodeo did not carry on any active business activity other than reviewing potential transactions that would qualify as Rodeo's Qualifying Transaction.

About PJV Resources Inc.: PJV Resources is a privately owned corporation with a head office in Vancouver, B.C., created for the purpose of completing the acquisition of the Timok Project. The principals of PJV Resources are David Fennell and James Crombie. Mr. Fennell and Mr. Crombie have extensive experience in the Canadian capital markets and are directors and officers of a number of publicly traded corporations.

About Dundee Precious Metals Inc.: DPM is a Canadian based, international mining company engaged in the acquisition, exploration, development and mining of precious metal properties. Its common shares and share purchase warrants (Symbol: DPM; DPM.WT; DPM.WT.A) are traded on the Toronto Stock Exchange (TSX). DPM owns the Chelopech Mine, a gold/copper concentrate producer and the Krumovgrad gold project, a mining development project, both located in Bulgaria, and 95% of the Kapan Mine, a gold/copper/zinc concentrate producer in southern Armenia. In addition, DPM holds significant exploration and exploitation concessions in some of the larger gold-copper-silver mining regions in Serbia. 

ON BEHALF OF THE BOARD OF DIRECTORS: 

Michael G. Thomson, President & CEO

This press release contains forward-looking information. More particularly, this press release contains statements concerning the prospective qualifying transaction of the Company and the Timok Project. The information about the Timok Project contained in the press release has not been independently verified by the Company. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties, assumptions (including, but not limited to, assumptions on the exploration potential of the Timok Project and the indentified targets) and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The terms and conditions of the prospective qualifying transaction may change based on the Company's due diligence on the respective companies and properties (which is going to be limited as the Company intends largely to rely on the due diligence of other parties of the Transaction to contain its costs, among other things), the entering into a binding agreement for the qualifying transaction and Transaction, the success of the initial financing, regulatory and third party comments, consents and approvals and the ability to meet the conditions of the qualifying transaction in the required timeframes. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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 management information circular or filing statement to be prepared in connection with the transaction, 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.

Julian Barnes is the Qualified Person under NI 43-101 who has reviewed the technical disclosure with respect to the Timok Project contained in this press release. DPM has provided all information on the Timok Project in this news release without any further review by the Company or PJV. Julian Barnes is employed by DPM.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. 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 for the adequacy or accuracy of this press release.

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