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. Cameron
is a graduate of Saint Mary's University in Halifax, Nova Scotia, Canada
with a Bachelor of Commerce in Finance and Accounting.
About Crocodile Gold
Crocodile Gold is a private Canadian company that recently completed the
acquisition of a number of past producing gold assets in Australia,
specifically in the Northern Territory and Western Australia from GBS Gold.
These assets are held through its 100% owned subsidiary Crocodile Gold
Australia Pty Ltd. The assets comprise the Burnside Project (which includes
the Burnside, Union Reefs, Pine Creek, Maud Creek and Moline projects) and the
Tom's Gully Gold Project in the Northern Territory (collectively, the
"Properties"). The Tom's Gully Gold Project includes the Tom's Gully
underground gold mine and is located approximately 90 kilometres east of
Darwin, Northern Territory. The Burnside Project includes the Brocks Creek
underground gold mine, the Chinese South and North Point open pit gold mines
and the Cosmos Deep and Maud Creek undeveloped gold deposits, among others,
and is located approximately 120 to 200 kilometres south-east of Darwin,
Northern Territory.
The following tables set forth the mineral resource estimates for the
Properties as at May 31, 2009.
MEASURED AND INDICATED MINERAL RESOURCE STATEMENT
-------------------------------------------------------------------------
MEASURED MINERAL RESOURCE INDICATED MINERAL RESOURCE
-------------------------------------------------------------------------
Cut- Cut-
off Grade off Grade
Au Au Au Au Au Au
Project Deposit (g/t) Tonnes (g/t) Ounces (g/t) Tonnes (g/t) Ounces
-------------------------------------------------------------------------
Tom's Tom's
Gully Gully 3.65 496,900 11.0 175,100
-------------------------------------------------------------------------
Brocks
Creek(x) 3.0 6,000 17.3 3,400 3.0 47,000 11.1 16,800
----------------------------------------------------------------
Cosmo
Deeps 2.0 4,244,000 4.9 670,000
----------------------------------------------------------------
North
Point(x) 0.7 336,000 1.6 17,700
----------------------------------------------------------------
Princess
Louise 0.7 298,000 1.4 13,300
----------------------------------------------------------------
Rising
Tide 0.7 1,303,000 1.4 59,100
----------------------------------------------------------------
Chinese
Burnside South
Extension(x) 0.7 3,621,000 1.6 184,800
----------------------------------------------------------------
Mottrams(x) 0.7 2,236,000 1.2 87,300
----------------------------------------------------------------
Chinese
1, 2, 3 0.7 3,342,000 1.4 153,300
----------------------------------------------------------------
Big Howley 0.7 299,000 1.5 14,400
----------------------------------------------------------------
Fountain
Head(x) 0.7 336,000 1.7 18,700
----------------------------------------------------------------
Tally Ho(x) 0.7 642,000 2.5 51,500
-------------------------------------------------------------------------
Union Prospect
Reefs Claim 0.6 251,000 2.7 21,800
-------------------------------------------------------------------------
Pine
Creek Czarina 1.0 1,202,000 1.8 69,600
-------------------------------------------------------------------------
Maud
Creek Maud Creek 1.0 9,288,000 3.1 935,000
-------------------------------------------------------------------------
TOTAL 6,000 17.3 3,400 27,941,900 2.8 2,488,400
-------------------------------------------------------------------------
Note: (x) Depleted for mining as at May 31, 2009
INFERRED MINERAL RESOURCE STATEMENT
-------------------------------------------------------------------------
INFERRED MINERAL RESOURCE
-------------------------------------------------------------------------
Cut-off Cut-off
Project Deposit Au (g/t) Tonnes Au (g/t) Au Ounces
-------------------------------------------------------------------------
Tom's Gully Tom's Gully 3.65 184,400 11.4 67,500
-------------------------------------------------------------------------
Brocks Creek(x) 3.0 73,000 9.1 21,300
------------------------------------------------------------
Cosmo Deeps 2.0 4,503,000 3.9 570,000
------------------------------------------------------------
North Point(x) 0.7 452,000 1.4 20,900
------------------------------------------------------------
Princess Louise 0.7 381,000 1.1 13,000
------------------------------------------------------------
Rising Tide 0.7 885,000 1.3 37,800
------------------------------------------------------------
Chinese South
Extension(x) 0.7 1,579,000 1.3 65,000
------------------------------------------------------------
Mottrams(x) 0.7 574,000 1.1 20,900
------------------------------------------------------------
Chinese 1, 2, 3 0.7 1,979,000 1.4 88,800
------------------------------------------------------------
Burnside Big Howley 0.7 348,000 1.8 19,800
------------------------------------------------------------
Fountain Head(x) 0.7 316,000 1.8 18,500
------------------------------------------------------------
Tally Ho(x) 0.7 260,000 2.9 24,300
------------------------------------------------------------
Kazi 1.0 676,000 2.9 63,200
------------------------------------------------------------
Western Arm 1.0 1,790,000 1.4 80,600
------------------------------------------------------------
Bridge Creek 1.0 1,038,000 1.6 53,400
------------------------------------------------------------
Bon's Rush 0.7 540,000 2.5 43,400
------------------------------------------------------------
Low-Grade Stockpiles NA 235,000 0.9 6,800
-------------------------------------------------------------------------
Prospect Claim 0.6 3,000 1.9 200
Union Reefs ------------------------------------------------------------
Esmeralda 0.7 1,550,000 1.8 89,700
-------------------------------------------------------------------------
Pine Creek Czarina 1.0 642,000 1.5 31,000
-------------------------------------------------------------------------
Cox's 0.5 533,000 1.4 24,000
------------------------------------------------------------
South Czarina 0.5 170,000 1.5 8,200
------------------------------------------------------------
Enterprise 0.5 1,241,000 2.6 103,700
------------------------------------------------------------
South Enterprise 0.5 165,000 3.0 15,900
------------------------------------------------------------
North Gandys 0.5 163,000 2.8 14,700
------------------------------------------------------------
International 0.5 1,141,000 1.7 62,400
------------------------------------------------------------
Kohinoor 0.5 261,000 2.6 21,800
-------------------------------------------------------------------------
Maud Creek Maud Creek 1.0 1,072,000 2.4 82,000
-------------------------------------------------------------------------
TOTAL 22,754,400 2.3 1,668,800
-------------------------------------------------------------------------
Note: (x) Depleted for mining as at May 31, 2009
Alfred John Gillman of Odessa Resources Pty Ltd. and Fleur Louise Muller
of Geostat Services Pty Ltd. are the "qualified persons" (as such term is
defined in National Instrument 43-101) responsible for the mineral resource
estimate for the Tom's Gully Gold Project and each is independent of Crocodile
Gold. Michael Charles Andrew of Snowden Mining Industry Consultants is the
"qualified person" (as such term is defined in National Instrument 43-101)
responsible for the mineral resources estimate for the Burnside, Union Reefs,
Pine Creek and Maud Creek projects and he is independent of Crocodile Gold.
Mr. Gillman and Mrs. Muller are not aware of any known environmental,
permitting, legal, title, taxation, socio-political or marketing issues
affecting the mineral resource estimate for the Tom's Gully Gold Project. Mr.
Andrew is not aware of any known permitting, legal, title, taxation,
socio-political or marketing issues affecting the mineral resource estimate
for the Burnside Project; however, certain operations in the Burnside, Union
Reefs, Pine Creek and Maud Creek projects may pose environmental concerns in
the future.
The following table sets forth the mineral reserves estimates for the
Properties as at May 31, 2009.
MINERAL RESERVE STATEMENT
-------------------------------------------------------------------------
PROBABLE MINERAL RESERVE
-------------------------------------------------------------------------
Cut-
off Contained Recovered
Au Grade Ounces Mill Ounces
Project Deposit (g/t) Tonnes (g/t) Au Recovery Au
-------------------------------------------------------------------------
Tom's Tom's
Gully Gully
U/G Mine 7.0 370,000 8.3 99,000 82% 80,000
-------------------------------------------------------------------------
Brocks
Creek U/G
Mine(x) 7.1 68,000 7.4 16,000 95% 15,000
-------------------------------------------------------------
Cosmo Deeps 3.2 2,200,000 5.0 350,000 95% 320,000
-------------------------------------------------------------
Burnside Chinese
South Ext-
ension(x) 1.4 1,000,000 2.1 68,000 90% 62,000
-------------------------------------------------------------
North
Point(x) 1.3 180,000 2.1 12,000 90% 11,000
-------------------------------------------------------------------------
TOTAL 3,818,000 545,000 488,000
-------------------------------------------------------------------------
Mineral Resources that are not Mineral Reserves do not have demonstrated
economic viability
-------------------------------------------------------------------------
Gold Price: $US775/oz
$A:$US 0.80
-------------------------------------------------------------------------
Heath Gerritsen of HG Mine Design Pty Ltd. is the "qualified person" (as
such term is defined in National Instrument 43-101) responsible for the
mineral reserves estimate for the Properties and he is independent of
Crocodile Gold.
No new exploration has been conducted on the Properties on behalf of
Crocodile Gold which would have generated any new data verification. All data
reviewed during the preparation of the above estimates was historically
generated by GBS Gold or generated from databases historically managed by GBS
Gold. GBS Gold utilized specialized industry computer software to manage its
drillhole and assay database and employed dedicated personnel to manage the
database and apply appropriate QA/QC procedures to maintain the integrity of
the data.
Crocodile Gold has retained Odessa Resources Pty Ltd., Geostat Services
Pty Ltd., Snowden Mining Industry Consultants and HG Mine Design Pty Ltd. to
prepare a National Instrument 43-101 compliant technical report on the
Properties.
About Franc-Or
Franc-Or Resources Corporation is a publicly traded mineral exploration
company dedicated to the exploration of precious and base metals. The
Corporation currently holds 100% interests in two mineral exploration
properties, the Mario property (Zn, Pb, Ag, Au) in central Peru, and the
Humboldt Springs property (Au, Ag) in north-central Nevada.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.
Cautionary Note
Certain information set forth in this press release contains
"forward-looking information" under applicable securities laws. Except for
statements of historical fact, certain information contained herein
constitutes forward-looking information which include management's assessment
of Crocodile Gold's and Franc-Or's future plans and operations and are based
on Crocodile Gold's and Franc-Or's current internal expectations, estimates,
projections, assumptions and beliefs, which may prove to be incorrect. Some of
the forward-looking information may be identified by words such as "expects"
"anticipates", "believes", "projects", "plans", and similar expressions. These
statements are not guarantees of future performance and undue reliance should
not be placed on them. Such forward-looking information necessarily involve
known and unknown risks and uncertainties, which may cause Crocodile Gold's
and Franc-Or's actual performance and financial results in future periods to
differ materially from any projections of future performance or results
expressed or implied by such forward-looking information. These risks and
uncertainties include, but are not limited to: liabilities inherent in mine
development and production; geological, mining and processing technical
problems; Crocodile Gold's and Franc-Or's inability to obtain required mine
licenses, mine permits and regulatory approvals required in connection with
mining and mineral processing operations; competition for, among other things,
capital, acquisitions of reserves, undeveloped lands and skilled personnel;
incorrect assessments of the value of acquisitions; changes in commodity
prices and exchange rates; currency and interest rate fluctuations; various
events which could disrupt operations and/or the transportation of mineral
products, including labour stoppages and severe weather conditions; the demand
for and availability of rail, port and other transportation services; and
management's ability to anticipate and manage the foregoing factors and risks.
There can be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Crocodile Gold and Franc-Or undertakes
no obligation to update forward-looking information if circumstances or
management's estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place undue
reliance on forward-looking information.
