(Source: Canada Newswire)
TORONTO, Aug. 6 /CNW/ - Franc-Or Resources Corporation ("Franc- Or") (TSX: FOR) and Crocodile Gold Inc. ("Crocodile Gold") are pleased to announce today that they have entered into a binding letter of intent, pursuant to which Franc-Or will acquire all of the issued and outstanding securities of Crocodile Gold (the "Transaction"). It is expected that the Transaction will be effected by way of a three-cornered amalgamation pursuant to which a wholly- owned subsidiary of Franc-Or will amalgamate with Crocodile Gold, and all of the holders of shares of Crocodile Gold will receive one common share of Franc-Or (on a post-consolidation basis) for each one share of Crocodile Gold so held. Following completion of the Transaction, the newly amalgamated company, which will hold all of Crocodile Gold's assets, will be a wholly-owned subsidiary of Franc- Or.
Prior to the effective time of the Transaction, Franc-Or will complete a consolidation (the "Consolidation") of its issued and outstanding common shares on the basis of one new Franc-Or common share for each 6.3 existing Franc-Or common shares. Based on the current 71,490,431 issued and outstanding common shares and 20,000,000 issued and outstanding preferred shares of Crocodile Gold (on a non-diluted basis) and the current 63,923,664 issued and outstanding common shares of Franc-Or (on a non-diluted basis), the number of common shares of Franc-Or following completion of the Transaction (on a non-diluted basis) is expected to be 101,637,044, with current Crocodile Gold shareholders owning approximately 90.0% of Franc-Or (on a non-diluted basis) and current Franc-Or shareholders owning approximately 10.0% of Franc-Or (on a non- diluted basis).
Crocodile Gold will convene and hold a special meeting of its shareholders (the "Crocodile Gold Meeting") as soon as possible for the purpose of approving the Transaction.
Franc-Or will convene and hold a special meeting of its shareholders for the purpose of approving the issuance of the Franc- Or common shares in connection with the Transaction, other matters relating thereto and the Consolidation contemporaneously with the Crocodile Gold Meeting. The meetings are expected to be held in late September 2009.
Pursuant to the terms of the letter of intent, completion of the Transaction will be subject to a number of conditions, including execution of a definitive agreement, completion of satisfactory due diligence and receipt of applicable regulatory and shareholder approvals. There can be no assurance that the Transaction will be completed as proposed or at all. Readers are cautioned that except as disclosed in the joint proxy circular of Franc-Or and Crocodile Gold 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.
Upon completion of the Transaction, it is anticipated that management of Franc-Or will include the persons identified below.
Michael Hoffman, proposed President and Chief Executive Officer and
Director, is a professional mining engineer with over 25 years of
experience in mine operations, projects, engineering and corporate
development. He recently served in senior executive positions at
Crowflight Minerals Inc., Goldcorp Inc., Desert Sun Mining Corp. and
Yamana Gold Inc. He currently also serves as President and CEO of Kria
Resources Inc., a company listed on the TSX Venture. He also serves on
the Board of Directors of Castillian Resources Inc., and Largo Resources
Inc.
Brad Boland, proposed Chief Financial Officer is a Certified Management
Accountant. He was the Chief Financial Officer of Consolidated Thompson
Iron Mines Limited until July 30, 2009. From May 2005 to September 2007,
he was at Kinross Gold Company, most recently serving in the position of
Vice President, Corporate Controller. Prior to that, from August 1998 to
February 2005, Mr. Boland was at Goldcorp Inc., as Corporate Controller
and the Vice President, Finance.
Grant Davey, proposed Chief Operating Officer is a mining engineer with
almost 20 years' experience in the mining industry including senior mine
and operational management roles within the AngloGold Ashanti and Anglo
American organizations in South Africa and Australia. Mr. Davey has
operated mines in the gold, platinum and coal sectors, and also has
experience in the mining contracting business. He was previously the
Chief Operating Officer of GBS Gold International Inc. ("GBS Gold").
Upon completion of the Transaction, it is anticipated that the board of directors of Franc-Or will include, in addition to Michael Hoffman, the persons identified below.
Stan Bharti has over 25 years of experience in operations, public markets
and finance. Over the last ten years Mr. Bharti has been involved in
acquiring, restructuring and financing. He is a Professional Mining
Engineer and holds a Masters Degree in Engineering from Moscow, Russia
and University of London, England. From 2002 to April 2006, Mr. Bharti
was a director and past president of Desert Sun Mining Corp. (which was
acquired by Yamana Gold Inc. in 2006). In addition, Mr. Bharti is a
director of several public and private companies.
Bruce Humphrey is a mining engineer with over 30 years experience with
such major companies as Inco, Cominco and Noranda. He served as the
President and Chief Executive Officer of Desert Sun Mining Corp. from
October 2004 to April 2006 where he contributed to the successful
development of the Jacobina Mine in Brazil. From May 1998 to May 2004,
Mr. Humphrey served as Senior Vice President and Chief Operating Officer
at Goldcorp Inc. during the re-development of its high-grade Red Lake
mine. He is a member of the Professional Engineers of Ontario.
Chris Bradbrook has more than 25-year career in the mining industry.
Chris has performed principal roles in many aspects of the industry,
including exploration, mine development, corporate development work,
financial analysis, investor relations and marketing. Most recently, he
was President and Chief Executive Officer of New Gold Inc. and prior to
that, he was Vice President of Corporate Development for Goldcorp Inc. He
is also a director of Rubicon Minerals Corporation.
George Faught is a Chartered Accountant with over 25 years of senior
management experience and is currently the President and Chief Executive
Officer of Aberdeen International Inc. He has served as the Chief
Financial Officer of publicly traded companies in the natural resources,
financial services and pharmaceutical industries. Mr. Faught has broad
financial management, corporate development and operating experience and
from 1999 to 2005 served as the Chief Financial Officer for North
American Palladium Ltd., a mid-tier platinum group metal producer. Prior
to that, he served as Chief Financial Officer for Hudson Bay Mining &
Smelting Co. Ltd., an integrated base metals producer, and William
Resources Inc., an international gold producer. He also serves as a
director of several public companies in the resource sector.
Greg Cameron Mr. Cameron brings 13 years of deal experience focused on
small and mid capitalization companies in North America. Most recently,
Greg was a Senior Vice President at Macquarie Capital Markets Canada
formerly Orion Securities focused on diversified industries. Mr.
