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Griffin Mining News
Griffin Mining Limited (“Griffin” or “the Company”), is pleased to announce that it has signed an agreement (“the Agreement”) with Yukon Zinc Corporation (“Yukon Zinc”) for the acquisition of all the issued common stock of Yukon Zinc. Yukon Zinc Corporation is listed on the TSX Venture Exchange (YZC.TSX-V). SUMMARYGriffin will have the following attributes after completion of the transaction:
TRANSACTIONThe Agreement provides for a plan of arrangement pursuant to section 288(1) of the British Columbia Business Corporations Act, in which the Yukon Zinc shareholders will exchange their Yukon Zinc shares for ordinary shares of Griffin, on the basis of one Griffin share for each nine Yukon Zinc shares held, after which Yukon Zinc will be a wholly owned subsidiary of Griffin. The plan of arrangement will be submitted to the Yukon Zinc shareholders for consideration at a special general meeting at which the approval of two thirds of those shareholders attending and voting will be required in order to proceed with an interim order of the Supreme Court of British Columbia for the exchange to be effected. The final structure of the transaction will be determined on the basis of tax, securities and corporate law advice in order to ensure the most efficient structure for each of the parties and their respective security holders. Yukon Zinc has agreed to pay a break fee to Griffin, under certain circumstances, of C$2.5 million. Yukon Zinc has also provided Griffin with certain other customary rights, including a right to match competing offers. No change to the Board of Directors of Griffin is contemplated. Under the Agreement, Yukon Zinc must use its reasonable best efforts to maintain and preserve its organization, including its current management staff. Yukon Zinc has issued and outstanding 455,606,909 common shares for which Griffin will issue and exchange 50,622,990 (subject to roundings) new ordinary shares amounting to 16.2% of the enlarged share capital on an undiluted basis of 312,132,539 ordinary shares. The consideration shares to be issued would be valued at £45,307,576 based upon the closing price of Griffin’s shares on 21 April 2008 of 89.5p. In addition Yukon Zinc has granted stock options exercisable for 23,578,000 common shares and warrants exercisable for 76,511,618 common shares. Under the terms of the Agreement, Griffin will grant options / warrants exercisable over a total of 11,121,069 new ordinary shares in exchange for the outstanding Yukon Zinc options and warrants, amounting to 3.2% of the enlarged share capital on a fully diluted basis of 338,728,608 ordinary shares. There is no cash consideration, as Griffin’s financial resources are being retained for the development of Yukon Zinc’s projects and for other corporate purposes. RATIONALE OF PROPOSED TRANSACTIONGriffin has successfully constructed and brought into production its Caijiaying zinc, gold silver, lead underground mine in Northern China, on time and to budget. Caijiaying now operates as a low cost profitable mine. With cash of in excess of $200 million and no debt, Griffin has the funds and expertise to bring Yukon Zinc’s 100% owned Wolverine zinc-copper-lead-silver-gold underground mine into production in a similar climate to that at Caijiaying. This will give Griffin a second project in a separate geographical area and enhance its existing management team. INFORMATION ON YUKONYukon Zinc is based in Vancouver Canada. The Company is one of the largest landholders in the Yukon, and has exploration rights in two of Canada's emerging mining areas, the Finlayson and Rancheria districts. Its most advanced project is its 100% owned Wolverine zinc-copper-lead-silver-gold deposit which Yukon Zinc is seeking to bring into production. A bankable feasibility was completed for the Wolverine Project by Wardrop Engineering in January 2007 indicating favourable project economics. The Project has all of its main development permits and enjoys strong support from the Yukon Government and its local First Nations communities. Yukon Zinc has completed a proven 43-101 Resource and Optimized Feasibility Study and all major permits are in place. Wolverine is expected to be a low cost producer as it contains high grade zinc and a large resource of silver along with gold, copper and lead. Initial mine site construction has commenced. Following the 2005 drilling program, a new Canadian National Instrument 43-101 compliant mineral resource estimate was made for the Wolverine deposit. Measured & Indicated resources are 4.46 million tonnes grading 12.14% zinc, 354.8 grams per tonne silver, 1.16% copper, 1.69 grams per tonne gold and 1.58% lead (at US$80 cut-off). Inferred resources are 1.69 million tonnes containing 12.16% zinc, 385.4 grams per tonne silver, 1.23% copper, 1.71 grams per tonne gold and 1.74% lead (at the same cut-off). The Inferred resources are in the deeper portion of the deposit and require additional in-fill drilling to improve resource confidence. Wolverine Deposit Resource as of January 10, 2006
The new resource estimate was prepared by Independent Qualified Persons (within the meaning of NI 43-101) Gary Giroux, P.Eng. of Giroux Consultants Ltd. of Vancouver, BC, and Mr. Cliff Pearson, P.Geo. of Pearson Geological Ltd. of Victoria, BC. Source Yukon Zinc. 100% attributable. Wolverine Deposit Reserves as of May 9, 2006
Mr. Richard Goodwin. P.Eng. was the Qualified Person for the Mining Section of the feasibility study; Mr. Al Polk, P.Eng. of Snowden MIC was acting as the Independent Qualified Person. Source Yukon Zinc. 100% attributable. Yukon Zinc reported total assets of C$66,404,975 as at 30th September 2007. Mladen Ninkov, Chairman of Griffin, stated “This transaction fulfills the stringent economic and geological and political criteria the Company has imposed upon itself. Yukon Zinc will add a high grade, profitable mine to Griffin’s portfolio and add extensive exploration acreage in one of the most exciting base metals regions in the world. The returns for existing Griffin shareholders and our new Griffin shareholders through Yukon Zinc will be very exciting. We couldn’t be more pleased.” Harlan Meade, President and Chief Executive Officer of Yukon Zinc, said “The transaction with Griffin will result in the development of the Wolverine deposit, which is projected to become a very low cost producer. Yukon Zinc’s exploration properties and expertise will complement the development and financial strengths of Griffin and provide an attractive growth outlook for Yukon Zinc and Griffin shareholders. We believe that this transaction represents an excellent value proposition for our shareholders and provides a bright future.”
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