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N E W S R E L E A S E
Goldsource Proposes Merger with Coal Gasification Technology Company - Prepares For Summer Drill Program
July 11, 2011
VANCOUVER, B.C. July 11, 2011 – Goldsource Mines Inc. ("Goldsource" or the "Company") and Zero Emission Energy Plants Ltd (ZEEP) are pleased to report that they have entered into a binding Letter of Intent ("LOI) for a business combination (the "Transaction") whereby the two companies would merge.
Goldsource is a publicly listed Canadian resource company engaged in the exploration and development of Canada's newest coal field in the province of Saskatchewan. Goldsource is responsible for recently identifying one of Canada's most promising new coal deposits, in Eastern Saskatchewan and to date has outlined coal resources of more than 170 million tonnes of good quality, sub- bituminous thermal coal (see below for categories). Headquartered in Vancouver, BC, the Company is managed by experienced mining and business professionals.
ZEEP is a private Bermuda company at arm's length to the Company with worldwide rights to a leading and state of the art gasification technology developed by the Pratt & Whitney Rocketdyne ("PWR") division of United Technologies Inc.. The technology is able to convert heavy hydrocarbons, such as the Goldsource coal, into clean transportation fuels and chemicals while largely eliminating pollutants. Industry has used gasification technology and equipment to transform heavy hydrocarbons for nearly 50 years, but the PWR technology eliminates virtually all of the issues commonly encountered with the older generation equipment. The PWR technology has undergone extensive testing at a pilot plant located in Chicago, Illinois that has been supported by the US Department of Energy, Alberta Energy Research Inc. (AERI) and ExxonMobil. ZEEP has partnered with PWR in the advancement of the new technology and as the commercialization partner, is exploring opportunities for installations of the technology around the world. ZEEP is managed by a team of professionals with extensive experience in gasification technologies and the acquisition and development of large energy projects. ZEEP has offices in Houston, Calgary, Beijing China and Sydney Australia. (for further information please go to www.ZEEP.com )
Letter of Intent
The obligations of Goldsource and ZEEP to complete the Transactions contemplated in the LOI will be subject to, among other things, negotiation of definitive documentation (the "Transaction Documents") which will contain the terms and conditions set out in the letter agreement and such other terms and conditions as are customary for transactions of the nature contemplated by the LOI.
Pursuant to the LOI, the parties will complete the Transaction on the basis that for each Goldsource common share a Goldsource shareholder will receive 1.2727shares of the combined entity ("NEWCO") and each ZEEP shareholder will receive one share for each of their ZEEP shares. NEWCO will have approximately 154.8 million shares issued and outstanding and approximately 183.0 million shares on a fully diluted basis after giving effect to a financing of US$10 million to be completed by ZEEP prior to closing of the Transaction. Goldsource and ZEEP shareholders will hold approximately 23.4% and 76.6% respectively of NEWCO.
The contemplated Transaction will be classified as a reverse take-over under the policies of the TSX Venture Exchange and will be subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, the receipt of a fairness opinion, board of directors and shareholder approval and the completion of such due diligence as necessary to satisfy each of Goldsource and ZEEP as to their respective financial condition, assets, corporate records, business operations and any other affairs of the other party deemed necessary. ZEEP will also be continued under the Business Corporations Act (Alberta) and be required to complete a financing of approximately US$10 million from arm's-length third party investors.
Trading in the Company's shares will be halted on the TSX Venture Exchange until the conditions required by the TSX-Venture Exchange for reinstatement of trading have been met. The parties have agreed to complete the requirements for reinstatement of trading on the TSX Venture Exchange in a timely fashion so that trading of Goldsource shares may resume. The target date for completion of the Transaction is expected to occur in the fourth quarter of 2011 following a meeting of the Goldsource shareholders.
J. Scott Drever, President of Goldsource stated; "We are extremely pleased with this proposed combination in that gives Goldsource shareholders an excellent opportunity to have the real value of our Saskatchewan coal resources recognized. We are aware that monetizing the value of this our coal assets is a significant challenge and now Goldsource will be able to achieve this by combining our coal resource with the best, new clean energy technologies currently available in the industry." He also went on to say that, "the combination of Goldsource and ZEEP will also provide Goldsource shareholders with participation in a number of clean energy, project developments through a truly world class management team with the capabilities to complete the development of our mine and construct a major clean energy center in Saskatchewan as well as in many other locations around the world."
Ron Oligney, CEO of ZEEP, stated that he's also excited by the combination of the two Companies. "The combination of PWR's game changing gasification technology and Goldsource's promising Saskatchewan coal resource will allow us to create one of the world's best industrial clean-tech stories". He went on to say, "The management team at ZEEP has long believed that with the right application of technologies like the PWR gasifier, heavy hydrocarbons like coal, petroleum coke and biomass can be a significant portion of our energy supply mix in the future. Coal is one of the world's most abundant forms of energy and there's nothing wrong with using it as long as we apply the innovation that allows it to be used in an environmentally friendly manner. He went on to say, "with the Goldsource coal, and the use of the PWR gasification technology the merged company can become a leader in the advancement of clean coal energy projects."
Completion of the transaction is subject to a number of conditions, including Exchange 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 reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of the Company 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.
2011 Drill Programs
Goldsource is also pleased to report that preparation is underway for its summer drill program to commence in August at its wholly-owned Border Project ("Border") located near Hudson Bay, Saskatchewan. The purpose of the summer program will be to test several geophysical anomalies for potential expansion of its coal resources. A second phase will be to collect a bulk coal sample for a variety of test work with respect to coal-to-liquids, gasification, power plant application and upgrading of the coal for transport will likely be carried out after freeze-up once the scope of test work for the ZEEP technology is determined.
The first part of the program will consist of 5 to 10 core holes (near road and helicopter-supported) to test 3 significant geophysical anomalies which have been identified using the Company's proprietary proven Coal Identification Matrix (CIM). One target is approximately 5 km by 5 km and may contain a large coal resource near road and rail. The other 2 targets are both greater than 1 km by 1 km with potential to contain significant coal resources. Please see attached map for target and drill hole locations: http://goldsourcemines.com/_resources/news/...ummer_drill_program.pdf
The second part of the program will consist of approximately 10-20 large diameter core holes to collect a representative bulk coal sample for test work at various labs and the ZEEP pilot plant. This test work will provide additional quality information with respect to its usage for coal to liquids, gasification, power plant application or upgrading for transport. The most feasible technology for the Border coal at this point appears to be coal to liquids or gasification.
The Company's resource estimates were recently revised as part of the Preliminary Assessment completed by Marston Consultants and EBA Engineering Consultants Ltd (a Tetra Tech company). The Company expects to increase the overall tonnages and upgrade the resources in the speculative and inferred categories with the upcoming drill program. The addition of the Niska 105 deposit accounted for much of the increase to the speculative category but airborne gravity surveys shows that the target is much larger than initially believed and that the single coal intercept of 37 metres was near to the northeastern end of the deposit. There are a number of priority targets yet to be tested that could add to the overall resource base of the area.
.....................................................
"J. Scott Drever"
J. Scott Drever, President
GOLDSOURCE MINES INC.
Contact: Fred Cooper
Telephone: (604) 694-1760
Fax: (604) 694-1761
Toll Free: 1-866-691-1760 (Canada & USA)
Email: info@goldsourcemines.com
Website: www.goldsourcemines.com
570 Granville Street, Suite 501
Vancouver, British Columbia V6C 3P1
http://www.goldsourcemines.com/_resources/news/nr_20110711.pdf
VANCOUVER, BRITISH COLUMBIA – September 1, 2011 – Goldsource Mines Inc. ("Goldsource") (TSXV: GXS) is pleased announce that Goldsource and Zero Emission Energy Plants Ltd. ("ZEEP") have entered into a definitive arrangement agreement dated August 24, 2011 (the "Arrangement Agreement") in connection with the arm's length business combination of Goldsource and ZEEP previously announced on July 11, 2011.
The Arrangement Agreement
The Arrangement Agreement contemplates the following (collectively, the "Transactions"):
- 2 -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.
• under the terms of the Arrangement Agreement, Goldsource and ZEEP will effect a business combination whereby ZEEP will acquire all of the issued and outstanding common shares ("Goldsource Shares") of Goldsource in exchange for 1.2727 Class A common shares ("ZEEP Shares") of ZEEP for each Goldsource share held, and Goldsource will become a wholly-owned subsidiary of ZEEP (the "Arrangement");
• any warrants to acquire Goldsource Shares, if outstanding immediately prior to the effective time of the Arrangement, shall remain outstanding and exercisable for ZEEP Shares in accordance with the warrant adjustment provisions contained in the terms of such warrants;
.............................
www.goldsourcemines.com/_resources/news/nr_2011_09_01.pdf
Goldsource Begins Drill Program at Border
TSX‐V: GXS FWB: G5M For Immediate Release
VANCOUVER, B.C. September 6, 2011 – Goldsource Mines Inc. (“Goldsource” or the “Company”) is pleased to report that its
summer drill program previously announced on July 11, 2011 is now underway at its wholly‐owned Border Project (“Border”)
located near Hudson Bay, Saskatchewan. Road access, where necessary and helicopter drill pads have been constructed and
the drill rig has begun the first hole. The purpose of the program is to test several previously‐defined geophysical anomalies
for potential coal resource expansion (see attached map).
The program will consist of up to 10 core holes that will be drilled near to road access or utilizing helicopter support to test 3
significant geophysical anomalies which have been identified using the Company’s proprietary proven Coal Identification
Matrix (CIM). One target is approximately 3 kilometres by 3 kilometres and exhibits geophysical signatures similar to those
that are related to known large coal deposits. The other 2 targets with similar geophysical features both measure more than
1 kilometre by 1 kilometre. It is expected that the drilling phase of this program will take approximately 45 ‐ 60 days to
complete. As in the past the Company expects to report coal interval intercepts once the holes are completed and
electronically logged with analytical results to follow once they become available.
Applications have been submitted to the Saskatchewan Ministry of Energy and Resources for conversion of existing coal
permits to coal leases. The Company has applied to retain approximately 56,000 hectares which covers all current coal
resources, potential exploration targets and road and rail infrastructure access. The leases will be valid for a period of 15
years, renewable for a second 15 year period and are subject to a $5.50 per hectare annual rental fee but no work
commitments.
www.goldsourcemines.com/_resources/news/nr_2011_09_06.pdf
Goldsource Corporate Update
ZEEP Transaction Closing Date Extended
+ 100 Metre Coal Zones Intercepted at Border
TSX-V: GXS FWB: G5M For Immediate Release
VANCOUVER, B.C. November 4, 2011 – Goldsource Mines Inc. (“Goldsource” or the “Company”) announces that it has
agreed with Zero Emissions Energy Plants (ZEEP) to extend the closing date of the business combination of Goldsource and
ZEEP to December 31, 2011. A definitive Arrangement Agreement was announced September 1, 2011. In connection with
the closing date extension, the date of the requisite Special Shareholders Meeting has been postponed and is being
rescheduled for mid to late December.
Completion of the Arrangement is subject to the satisfaction of a number of conditions under the Arrangement Agreement,
including receipt of the approval of the TSX Venture Exchange (the "Exchange") to the listing of the ZEEP shares, approval of
the Arrangement and election of new Directors by not less than 50% of the votes cast at the ZEEP shareholder meeting,
approval of the Arrangement by not less than two-thirds of the votes cast at the Goldsource shareholder meeting, approval
by the Supreme Court of British Columbia (the "Court"), receipt of all other required regulatory and third party approvals and
consents; and such other conditions as may be required to complete and effect the Arrangement.
Under the amended terms of the Arrangement Agreement ZEEP is required to have completed a financing for minimum
aggregate proceeds of $11,000,000. ZEEP has received subscriptions for over $5.0 million of the required financing and is in
advanced discussions for the balance of the financing with financial institutions and investors.
The Company is also pleased to report that it has completed drilling 8 core holes in its most recent exploration program at its
wholly-owned Border Project (“Border”) located near Hudson Bay, Saskatchewan, Canada. These holes, some of which
encountered several thick coal zones in excess of 100 metres, were drilled in the Niska 105 (5 holes) and Pasquia 98 (2 holes)
deposits as well one hole to test an airborne geophysical anomaly in the Red Deer area in Manitoba. Drilling on the property
to date has discovered a total of 17 coal deposits at Border with good potential for additional coal discoveries (see attached
map).
Exploration program highlights are as follows:
• A total of 8 holes completed with 1,308 metres drilled. Six out of eight holes encountering coal zone intercepts.
• The most significant coal zone intervals occurred in the Niska 105 sub-basin where 5 holes encountered true,
aggregate thicknesses ranging from 69 to 119 metres (see table below).
• Infill drilling has given better definition to the Niska 105 deposits where the objective was to upgrade Speculative
Resources to Indicated and Inferred Resources. A majority of the Speculative Resource at Niska 105 are expected to
be converted to Indicated Resources with potential increase in overall resources.
• Niska 105 deposit is conveniently located adjacent to rail and, after completing the upgrade to Indicated Resources,
should be a priority above other known Company deposits for near-future studies and potential development. ...............................................
farm7.static.flickr.com/6230/6321089037_e186a82e0e.jpg" style="max-width:560px" />
www.goldsourcemines.com/_resources/news/nr_2011_11_04c.pdf
Goldsource Announces Termination of ZEEP Transaction
Reviews Latest Drill Program Results
TSX‐V: GXS FWB: G5M For Immediate Release
VANCOUVER, B.C. December 12, 2011 – Goldsource Mines Inc. (“Goldsource” or the “Company”) announces that it has
provided Zero Emission Energy Plants Ltd. (ZEEP) with notice of termination of the Arrangement Agreement that was
announced September 1, 2011 in connection with the business combination of Goldsource and ZEEP.
Completion of the Arrangement was subject to the satisfaction of a number of conditions under the Arrangement
Agreement, including completing a financing for minimum aggregate proceeds of $11,000,000, which do not now appear to
be achievable on a timely basis.
J. Scott Drever, President stated: “Raising the necessary financing has been a challenge for ZEEP in these volatile markets and
we are disappointed that the current difficult market conditions have precluded the raising of the requisite funds on a timely
basis. We also believe that recent amendments to the Pratt Whitney Rocketdyne technology licensing agreement make the
terms of the ZEEP transaction significantly less attractive from Goldsource’s perspective. We have agreed with ZEEP to
explore possible business arrangements under which Goldsource would have access to the Pratt Whitney Rocketdyne coal
gasification technology to advance the development of the Border coal”.
As the intrinsic value of the coal deposits at Border remains intact despite the termination, the Company intends to review
the recommendations of the Marston Preliminary Assessment Report and to continue to identify potential applicable
technologies and possible participants with the special expertise and financial capacity to develop a major project such as
Border. The Company will also examine business opportunities that may lead to the acquisition of assets capable of reaching
commercial development in a shorter time frame and with less capital than those currently contemplated in the Preliminary...............................
Goldsource Reports Coal Analyses From Border Property
Converts Exploration Permits to Coal Leases
TSX-V: GXS FWB: G5M For Immediate Release
VANCOUVER, B.C. February 1, 2012 – Goldsource Mines Inc. (“Goldsource” or the “Company”) is pleased to report that it has received proximate analyses for the 8 core holes completed during the fall 2011 exploration program at its wholly-owned Border Project (“Border”) located near Hudson Bay, Saskatchewan, Canada. Multiple intercepts of up to 32 metres of continuous thermal coal were encountered. Drilling to date has discovered 17 coal deposits at Border with good potential for additional coal discoveries.
J. Scott Drever, President stated: “This program was successful in expanding the coal resources in the Niska 105 deposit and added to the understanding of the nature of the coal occurrences in Pasquia 98. We will revise our current resource estimates to confirm that we have exceeded the threshold target of 100,000,000 tonnes of Indicated Resources to support a potential economic operation. We are continuing our efforts to identify a useable technology and possible participants to assist in development of the Border coal deposits as well as exploring other business opportunities with respect to corporate growth of the Company”.
Summary of Coal Proximate Analyses at Border:

The weighted average ash and calorific values on an air dried basis from the PEA for the Indicated Resources were 24.4% and
17,555 KJ/Kg respectively and for the Inferred Resources these values were 25.11% and 19,620 Kj/Kg respectively. The
weighted average ash and calorific values for the intercepts reported above were 18.6 % and 22.570 KJ/Kg respectively. These
results show a notable improvement in the general characteristics of the coal quality of Niska 105 that could make it one of
the best deposits found to date.
Proximate analysis was completed by Loring Labs in Calgary, Alberta. Drill holes DD11-141 and 148 did not intercept significant
coal. Compilation of drill results is now completed and will be incorporated into an updated NI 43-101 Technical Report that
will include an updated resource model at Border.
Current coal resources at Border, as established in the Company’s NI 43-101 ”Preliminary Assessment Report on the Border
Coal Project, Saskatchewan, Canada” prepared by Marston Canada Ltd. And EBA Engineering Consultants Ltd., a Tetra tech
Company December 24, 2009 and available at www.sedar.com, include:
Indicated Resources: 79.1 million tonnes
Inferred Resources: 34.8 million tonnes
Speculative Resources: See NI43-101 Preliminary Assessment Report
Goldsource has strengthened its land position by the conversion of its three year exploration permits to Coal Mineral Leases.
The Company has received 81 Coal Mineral Leases comprising 56,109 hectares from the Saskatchewan Ministry of Energy and
Resources that cover all of the coal deposits discovered to date as well as areas that are considered favorable for the discovery
of additional coal deposits. The leases are for a period of 15 years renewable upon the terms and conditions set out in the
Regulations which include an annual rental fee of $5.50 per hectare.....................................................
www.goldsourcemines.com/_resources/news/GXS_NR_2012_02_01b.pdf
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