Oakville, Ontario – June 3, 2014: Canoe Mining Ventures Corp. (TSXV: CLV) (“Canoe Mining”) and Birch Hill Gold Corp. (TSXV: BHG) (“Birch Hill”) (collectively the “Companies”) are pleased to announce the completion of the previously announced business combination by way of a three cornered amalgamation (the “Transaction”), pursuant to which Birch Hill and 0996623 B.C. Ltd., a wholly owned subsidiary of Canoe Mining, amalgamated under the name “Coldstream Mineral Ventures Corp.” (“Coldstream”).
Additional details on the Transaction can be reviewed in the joint news releases issued by the Companies on March 4, 2014, March 26, 2014, and May 15, 2014.
Duane Parnham, a Director of Canoe Mining stated: “We are very pleased to have closed this transaction with Birch Hill. This is the first of many planned acquisitions by Canoe Mining, and with our pending acquisition of the Hamlin deposit we’re furthering our strategic objective of consolidating the Shebandowan copper gold belt; an area where we see tremendous potential to build compliant copper gold resources. Canoe Mining’s management and technical teams will continue to identify and pursue the quality acquisition targets that current market conditions are presenting.”
Effective June 3, 2014, Canoe Mining acquired ownership and control of 13,421,385 common shares of Coldstream, representing 100% of the formerly issued and outstanding common shares in the capital of Birch Hill in exchange for common shares in the capital of Canoe Mining (the “Canoe Mining Shares”) on the basis of 1 Canoe Mining Share in exchange for every 2.5 common shares of Birch Hill. The trading of the former common shares of Birch Hill was halted on May 25, 2014 pending delisting from the TSX Venture Exchange, which is anticipated to occur on June 4, 2014.
Following the Transaction, Canoe Mining will have a total of 39,321,262 common shares issued and outstanding, as well as options and warrants entitling holders to purchase approximately 11,741,345 common shares, at exercise prices ranging from $0.20 to $7.50 and expiry dates ranging from October 31, 2014 to February 27, 2019.
News releases and other corporate documents may be found under the Companies’ filings on SEDAR, the Canoe Mining website at www.canoemining.ca, and the Birch Hill website at www.birchhillgold.com. An early warning report, dated June 3, 2014 (the “Early Warning Report”), containing additional information with respect to the Transaction, will also appear under the SEDAR profile of the former Birch Hill at www.sedar.com.
On behalf of the Board of Directors
President and CEO
Canoe Mining Ventures Corp.
Coldstream Mineral Ventures Corp.
Investors are cautioned that, except as disclosed in the management information circular 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.
The TSX Venture Exchange 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 RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction; the terms and conditions of the Offering; and the business and operations of the Canoe Mining after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Parties disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.