Manicouagan Minerals Provides Update on its Amalgamation with Flemish Gold Corp.admin
Manicouagan Minerals Provides Update on its Amalgamation with Flemish Gold Corp.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.
Toronto, Ontario CANADA, November 21, 2013 /FSC/ – Manicouagan Minerals Inc. (MAM – TSX Venture), (the “Company” or “MAM”), wishes to update its shareholders in connection with its proposed amalgamation with Flemish Gold Corp. (“Flemish”) relating to a reverse takeover transaction (the “Transaction”), pursuant to which the Company proposes to acquire all of the issued common shares of Flemish (the “Flemish Shares”) in exchange for common shares of the Company (the “MAM Shares”) whereby Flemish shareholders would effectively own approximately 91.4% of the resulting issuer (the “Resulting Issuer”) after completion of the Transaction (please see the Company’s press releases on December 21, 2012, January 17, 2013, March 13, 2013, May 8, 2013, May 22, 2013 and July 30, 2013, for further information on the Transaction).
On October 15, 2013, the Government of the Republic of Burundi enacted a new Mining Code (the “New Mining Code”) which replaced the Mining and Petroleum Code previously in force. The New Mining Code does not have any impact upon the rights and advantages granted to Flemish under the previous legislation during the current terms of such acquired rights. However, the renewal of such rights will be subject to the conditions of the New Mining Code. The New Mining Code differs in several respects from the previous legislation, including but not limited to, increasing applicable taxes payable, providing for new penalty clauses and the inclusion of rights of the State of Burundi and Burundian investors to receive equity interests in corporate applicants, both gratuitously and for purchase, respectively.
Flemish is currently in the process of evaluating the New Mining Code and its impact upon both Flemish and its current property interests in Burundi. Flemish initiated negotiations with the local governmental authorities in Burundi in order to obtain amendments to, or exemptions from, certain provisions of the New Mining Code. There can be no assurance that any such negotiations will be successful. In the event that Flemish is dissatisfied with the impact of the New Mining Code upon its property interests, and the results of current negotiations with the applicable governmental authorities are unsuccessful, Flemish may determine to revise its focus and concentrate its future operations on the exploration and development of its property interests in Uganda where it holds a 100% interest in the Murchison project. The Murchison project covers 1,204.77 km2 including a previously unknown complex of mafic-ultramafic rocks which have potential to host base metal and platinum group mineralization (Ni-Co-Cr-Cu-PGE). The primary target is Karuma Hills, an 8 km by 3 km complex magnetic anomaly where Flemish confirmed Ni-Co-Cr-Cu soil anomalies in third quarter 2013. In December 2013, Flemish plans a ground based TD-EM geophysical survey to cover the Karuma Hills soil geochemical anomalies which were outlined in a survey conducted in the third quarter 2013. Flemish is also in the process of having a technical report prepared on the Murchison project in accordance with National Instrument 43-101.
Following the evaluation and completion of Flemish’s negotiations with the local governmental authorities in Burundi on the New Mining Code and the results from the ground geophysical survey in Uganda, the Company will discuss these results with Flemish and their impact, if any, with respect to the Transaction. Following such discussions, the Company will further update its shareholders.
Mr. Martin Taylor, P. Geo. is a “qualified person” within the meaning of National Instrument 43-101 and has supervised the preparation of, and confirmed, all of the scientific and technical disclosure in this press release.
Manicouagan Minerals Inc. is a Canadian based exploration company focused on advancing its aluminous clay property in the Gaspe Peninsula of Quebec, which also contains significant values of REE, and its gold projects in the Pickle Lake Gold Belt, Ontario. Manicouagan also has commodity projects including the Brabant Lake Zinc deposit in Saskatchewan, the HPM/Forgues Nickel/Copper/Cobalt and the Manicouagan crater projects in Quebec.
Additional information about Manicouagan and its exploration projects can be found at
Une traduction francaise de ce communique de presse est disponible a www.manicouaganminerals.com.
For further information contact:
W. Brian Carter, Chief Executive Officer
Tel: 647 234 1583
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. 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 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 Manicouagan Minerals Inc. should be considered highly speculative.
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.
Forward Looking Statements
All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the potential impact of the New Mining Code upon the property interests of Flemish, the results of current negotiations with Burundian regulatory authorities or the ground geophysical survey to be completed on the Murchison project, any resulting impact upon the terms of the Transaction, potential mineralization and reserves, exploration results, (the “Company” or “MAM”), and future plans and objectives of the Company, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
To view the press release as a PDF file, please click on the following link:
Source: Manicouagan Minerals Inc. (TSX:V – MAM) http://www.manicouaganminerals.com
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Posted: November 21st, 2013 under FSCWIRE.