Burnstone Ventures Inc. ("Burnstone") is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") with Abacus Mining & Exploration Corporation ("Abacus"), to be followed by a definitive Arrangement Agreement, whereby Abacus will acquire all of the issued and outstanding securities of Burnstone by way of a statutory court-approved plan of arrangement (the "Arrangement").
The Arrangement provides for an exchange of 0.43 Abacus shares (each whole share, an "Abacus Share") for each common share of Burnstone (a "Burnstone Share"). A total of approximately 23 million Abacus Shares are expected to be issued in connection with the Arrangement. The transaction is subject to a number of closing conditions, including approval by the shareholders of each of Burnstone and Abacus, Court approval of the Arrangement, as well as approvals by all applicable governmental and regulatory authorities.
Upon closing of the Arrangement, Burnstone will become a wholly-owned subsidiary of Abacus. Burnstone's main asset is the Tomichi copper moly porphyry project located in the Colorado Mineral Belt in Gunnison County, south-central Colorado, in which it has an option to earn a 100% interest (the "Tomichi Project"). The Tomichi Project has an initial Inferred Resource Estimate of 2.5 billion lbs Copper, 552 million lbs Molybdenum, 30 million oz Silver, 320,000 oz Gold and 124,362 kg Rhenium, or 5.6 billion lbs Copper Equivalent (see NI 43-101 technical report "Technical and Resource Estimate for the Tomichi Copper-Molybdenum Project, Gunnison County, Colorado" on Burnstone's Sedar filings July 10, 2013).
To facilitate the Arrangement, Abacus has signed a Loan and Security Agreement for a term loan facility of CAD $3 million to be drawn from the funds held in Abacus' escrow account under the provisions of the 2010 Joint Venture Agreement.
Doug Fulcher, President and CEO of Burnstone, stated: "We are extremely pleased with the arrangement with Abacus to join the two companies together as it provides $3 million in new capital that otherwise would be very difficult to secure that will in part be used to advance the Tomichi project. The arrangement will enhance shareholder value through the resulting company having a 100% owned large scale copper/moly porphyry project to advance in Colorado, USA, while the Ajax copper/gold deposit in which the resulting company will maintain a 20% interest, is being developed in Kamloops, B.C."
Michael McInnis, Abacus' Chairman, President & CEO stated: "The new agreement achieves a dual purpose that is particularly advantageous for Abacus shareholders. It enables Abacus to borrow funds from the escrow account on favourable terms that would otherwise not be allowable under the terms of the original Joint Venture Agreement, and provides the Company with near term growth opportunity by expanding our mineral asset interests with a highly prospective large copper/moly porphyry deposit in Colorado. We intend to create significant value by making use of this funding to continue with the advancement of the Tomichi project while maintaining our 20% interest in the Ajax project."
Burnstone also reports that it has reached settlement agreements with certain creditors to issue approximately 9,500,000 Burnstone Shares in payment for services rendered to Burnstone by several parties over the past 24 months, at a deemed price of $0.05 per Burnstone Share (the "Debt Settlement"). All such transactions are subject to regulatory approval and all Burnstone Shares issued in connection with the Debt Settlement will be subject to a 4 month hold period.
Mr. James Chapman, P.Geo, is the Qualified Person responsible for the design of the program, and all exploration work on the Tomichi Project will be done under his supervision. Mr. Chapman has read and approved the technical content of this news release.
Terms of the Arrangement
Under the terms of the Arrangement:
- Burnstone shareholders will receive 0.43 of an Abacus Share for each one Burnstone Share.
- All outstanding Burnstone share purchase warrants will be assumed by Abacus and adjusted based on the 0.43 exchange ratio.
- Burnstone has agreed to complete the Debt Settlement with certain of its creditors for Burnstone Shares, which will be exchanged for Abacus Shares under the Arrangement.
- A total of approximately 23 million Abacus Shares are expected to be issued in connection with the Arrangement, representing approximately 10% of the outstanding Abacus Shares on completion of the Arrangement.
- On closing of the Arrangement, Gordon Keevil, a current director of Burnstone, will be appointed to the board of Abacus.
- Each of the directors and officers of Burnstone will execute lock up agreements agreeing to vote any Burnstone Shares they hold in favour of the Arrangement.
The Arrangement is subject to a number of closing conditions including, but not limited to, a confirmatory due diligence review of Burnstone and its assets by Abacus to be completed on or before August 14th, approval by the shareholders of each of Abacus and Burnstone, receipt of all court and regulatory approvals, including that of the Ontario Superior Court and the TSX Venture Exchange, completion of the Debt Settlement, and all outstanding Burnstone stock options being cancelled.
Abacus and Burnstone have agreed to enter into a definitive arrangement agreement (the "Arrangement Agreement") incorporating the terms of the Letter Agreement and other terms and conditions customary for transactions of this nature, on or before August 22nd.
Additional Information Regarding the Arrangement
The terms of the Arrangement will be described in further detail in the management information circular of Burnstone to be filed with the regulatory authorities and mailed to the Burnstone shareholders. A copy of the Burnstone information circular and other materials related to the Arrangement will be available for review as they become available at https://www.sedar.com/homepage_en.htm under Burnstone' profile.
Abacus and Burnstone have entered into a loan and security agreement pursuant to which Abacus advanced CAD$250,000 to Burnstone (the "Burnstone Loan"). The Burnstone Loan is secured by a first priority security interest over the Tomichi Project. Interest on the Burnstone Loan accrues at 8% per annum. The Burnstone Loan proceeds are to be used by Burnstone in relation to the Tomichi Project.
Joint Venture Loan
To facilitate the Arrangement, Abacus also signed a loan and security agreement for a term loan facility of CAD$3 million drawn from the approximate CAD$16 million of funds held in Abacus' escrow account under the provisions of the 2010 Joint Venture Agreement with respect to the Ajax project. The loan has been fully drawn, bears interest at the rate of 8% per annum and is collateralized by CAD$3,360,000 of Abacus' escrowed funds.
As a condition of the loan, Abacus has agreed to continue to contribute its 20% share of the 2014 and 2015 programs and budget towards development of the Ajax project, which will be funded from the balance of the escrowed funds as and when cash calls are made.
Burnstone has an option to earn a 100% interest in the Tomichi Project. The Tomichi Project is located within the Colorado Mineral Belt and was initially worked on in the 1950's by Climax Molybdenum Co. and more recently, in the 1980's by Molycorp Inc. No work was carried out between the 1982 drill program and the 2012 Burnstone program.
The NI 43-101 resource estimate was completed by Geosim Services Inc. and the full Technical report is available on Sedar. The following table shows the tonnages and grades for the Tomichi Project at a range of Copper Equivalent cutoff grades (COG%). All of the 2012 drilling was carried out within the area of the 0.50%CuEq resource.
Abacus is a mineral exploration and mine development company with a 20% interest in the feasibility stage Ajax copper-gold project located at the historic Ajax-Afton site southwest of Kamloops, B.C. Through a joint venture between Abacus Mining & Exploration Corporation and KGHM Polska Miedz S.A. through KGHM Ajax, the Ajax Project is a proposed open-pit mine with an approximate 20-year mine life expected to yield approximately 109 million pounds of copper and 99,000 ounces of gold annually. [see Report titled "Ajax Copper/Gold Project -- Kamloops, British Columbia Feasibility Study Technical Report" by Wardrop (a Tetra Tech Company) dated January 6, 2012 ("FS")].
On Behalf of the Board of Directors:
Douglas Fulcher - President