Eurasia to acquire Bozymchak & Akjilga Projects; update on corporate activities; Mizek update
13 February 2007 Eurasia Gold Inc. ("Eurasia" or, the "Company") (TSX: EGX) is announcing that it has entered into a share purchase agreement (the "Share Purchase Agreement") principally with companies controlled by Mr. Kumar Mukashev, a director of Eurasia, to acquire entities which hold or will acquire 100% of the rights to the Bozymchak Gold-Silver-Copper Project in Kyrgyzstan and to the Akjilga Silver Project in Tajikistan (the "Acquisition"). The Share Purchase Agreement provides for a purchase price of US$167,806,739 which will be paid by issuing 169,249,163 shares of Eurasia. Subject to conditions precedent including the completion of an offering of new shares, closing of the Acquisition is expected in early March, 2007. Acquisition of the Bozymchak and Akjilga Projects The Acquisition is a "related party transaction" within the meaning of OSC Rule 61-501 ("Rule 61-501") and, as such, requires the preparation of an independent formal valuation. As well, the Acquisition must be approved by a majority of votes cast at a meeting of Eurasia's shareholders present in person or by proxy, excluding votes cast by those Eurasia shareholders required to be excluded pursuant to the minority approval provisions of Rule 61-501. The 83,999,155 shares beneficially owned or controlled by Mr. Mukashev, directly or indirectly, will be excluded for this purpose. The Board of Directors has established a special committee of independent directors consisting of Graham Bevan, Neil Steenberg, and Patrick Evans (the "Special Committee"), to supervise the negotiation of the Share Purchase Agreement. The Special Committee engaged Haywood Securities Inc. ("Haywood") to prepare a formal valuation of the shares of the entities to be acquired in accordance with Rule 61-501 (the "Formal Valuation"). The purchase price is within the range of fair values established by Haywood in the Formal Valuation. The Special Committee considered, based upon discussions with Haywood, to recommend the Acquisition to the Board of Directors. The Board of Directors has approved the Share Purchase Agreement and Acquisition and unanimously recommends that Eurasia shareholders vote in favour. A special meeting of shareholders has been called for March 13th, 2007 (the "Meeting") to consider the Acquisition. The Meeting will be held at the Ridout Room, Toronto Board of Trade, 1 First Canadian Place, Toronto, Ontario, Canada, M5X 1C1, on the 13th day of March, 2007 at the hour of ten o'clock in the morning (Toronto time). Notice of the meeting and accompanying management information circular are expected to be mailed to shareholders on or about February 13, 2007. Ansley Financial Holdings Ltd. ("Ansley"), has entered into a voting agreement with Eurasia, whereby Ansley has agreed to vote the shares of Eurasia that it beneficially owns in favour of the Acquisition, as well as the Continuance (as defined below). Ansley beneficially owns or has control or direction over 38,129,418 shares of Eurasia, representing 24.9% of the current issued and outstanding shares of Eurasia. The Bozymchak Project The Bozymchak deposit of gold, copper and silver is located in the Alabuka region Jalalabad district, Kyrgyzstan. The deposit area occupies a part of the 1,600 hectare license area close to the Uzbek border. The deposit can be accessed by 16km of gravel and 24km of tarred roads from the Uzbek border. Heavy transport can reach the site on a year round basis. The Bozymchak deposit was first investigated in 1951 by the Gava-Sumsar geological field party (Uzbek Geological Administration). The deposit was explored by a number of organizations from the 1950's to the late 1990's. The gold, copper and silver resources were not registered in Kyrgyzstan's balance until 2000, when a further estimate of the opencast 'resources' of the central section and a preliminary technical and economic assessment were made. A licence for geological exploration was issued on February 3, 2005 and is valid until December 31, 2008. As well, a licence to develop the central part of the Bozymchak deposit was also issued and which is valid until September 5, 2008. Eurasia will indirectly acquire these rights as a result of the Acquisition. As at December 2006, the Bozymchak Project had a measured mineral resource of 2,782Kt grading 1.55g/t Au, 0.85% Cu and 9.80g/t Ag for total measured resources of 4,308 Kg Au, 23 Kt Cu and 27 t Ag. Indicated mineral resources were 10,938Kt grading 1.49 g/t Au, 0.80% Cu and 9.45 g/t Ag for total indicated resources of 16,244 Kg Au, 87 Kt Cu, and 103 t Ag. There was an additional 7,909 Kt of resources in the inferred category grading 1.31 g/t Au, 0.73% Cu, and 8.72 g/t Ag for total inferred resources of 10,396 Kg Au, 57 Kt Cu, and 69 t Ag. All mineral resource and reserve estimates presented in this press release have been prepared in accordance with the JORC Code, which is equivalent to CIM standards. The Bozymchak Project is the subject of a technical report entitled Technical Report on the Bozymchak Project, Western Kyrgyzstan (the "Technical Report") dated January 2007, prepared by Wardell Armstrong International ("WAI"), an independent mining consulting company, which will be filed with Canadian Securities Administrators (CSA) on the System for Electronic Document Analysis and Retrieval (SEDAR). The information set out in this press release relating to the Bozymchak Project is derived from the Technical Report. The Akjilga Project The Akjilga silver deposit is located in the Pamir Mountains within the Maunting Badakshan region, Tajikistan. The Akjilga licence agreement incorporates two separate areas, totalling 8400 hectares. The Akjilga property could be made accessible all year round, although additional operating costs will be incurred as a result of the high elevation and remoteness of the site. The region has been under systematic geological study since 1934. The majority of the exploration work at Akjilga was undertaken during the Soviet period and therefore much of the usual detailed sampling information and quality control data are not readily available or verifiable. The Soviet era prospecting was completed in 1992. All available data of the 1992 exploration report (in Russian) which contains all geological details, assays results and cross sections and plans showing the geological interpretation have been prepared according to Soviet standards and do not comply with reporting standards of Canadian securities laws and, as such, are not disclosed in this press release. Mizek Project Eurasia has commissioned Wardell Armstrong International Limited ("WAI") to undertake a re-classification of the sulphides deposit at its existing Mizek property to meet JORC standards and to produce a revised NI 43-101 technical report for the Mizek project. In 2004 Steffen, Robertson and Kirsten (Canada) Inc. ("SRK") completed a re-classification of the Mizek sulphide deposit to meet CIM standards based on a comparison between Russian-classified "Reserves" and NI 43-101, using a gold equivalent cut-off grade of 3g/t (based on both gold and copper mineralisation). The WAI JORC reclassification updates this work, based on a gold cut-off grade of 0.5g/t and a full remodelling of the Mizek suphides geological database, including new geostatistical interpretations from the resultant model and the transition between oxide and sulphide zones. Based on the WAI reclassification, the Mizek sulphides deposit had a JORC measured mineral resource of 37Kt grading 1.59g/t for total measured resources of 59Kg, plus an indicated mineral resource of 6,452Kt grading 1.70 g/t Au for total indicated resources of 10,963Kg Au. In addition, the Mizek sulphides had 27,752Kt of resources in the inferred category grading 1.77 g/t Au for total inferred resources of 49,234 Kg Au. The Mizek oxides deposit had a JORC measured mineral resource of 5Kt grading 1.80g/t Au for total measured resources of 10Kg Au, an indicated mineral resources of 606Kt grading 1.89 g/t Au for total indicated resources of 1,145Kg Au and an inferred mineral resource of 1,012Kt grading 1.53 g/t Au for total inferred resources of 1,548 Kg Au. A revised NI 43-101 technical report for Mizek will be filed within the prescribed period. Corporate Continuance At the Meeting shareholders will be asked to consider a special resolution authorizing Eurasia to make a continuation application to the registrar under the Business Corporations Act (British Columbia) for the continuation of Eurasia as a company under that Act (the "Continuance"). Eurasia is currently governed by the Canada Business Corporations Act. The special resolution must be passed by at least two-thirds of the votes cast in respect of the Continuance by those shareholders present in person or by proxy at the Meeting. Changes to the Board of Directors The Company is also announcing the conditional appointments of Tim Read as an independent non-executive director and "Chairman Designate" of the board of directors and Stuart Leighton as an independent non-executive director. The appointments follow the conditional resignations today of Neil Steenberg and Richard Lachcik as directors of the Company. All appointments and resignations will be effective as of the time of the Continuance. Oleg Tsarkov has also conditionally resigned as a director of the Corporation, effective as of the date the Acquisition receives shareholder approval. All director appointments remain conditional upon TSX acceptance of such individuals. As a result of these changes becoming effective, the Board of Directors will comprise the following personnel from the time of the Continuance: << Kumar Mukashev - Honorary Chairman Tim Read - Non-Executive Chairman Designate Baltabek Mukashev - President & Chief Executive Officer Patrick Evans - Senior Independent Non-Executive Director Aman Adilkhanov - Chief Operating Officer Stuart Leighton - Independent Non-Executive Director and Chairman of the Audit Committee Graham Bevan - Non-Executive Director >> Share Offering and Overseas Listing The Company is contemplating a share offering to fund the development of its new projects and the possibility of a listing on the Main Market of the London Stock Exchange. Eurasia has appointed Nomura International and URALSIB Financial Corporation as its advisors in this process. The Company and its advisors will continue to assess the timing and quantum for such a potential share offering. Corporate Governance The Company has formalized its corporate policies with a view to complying to the extent possible with the best corporate governance practices in the United Kingdom, as well as Canada. This includes the following changes: << - Restructuring of the Board of Directors to comply with the UK Combined Code; - Creating new terms of reference for its Board Committees in compliance with the UK Combined Code, as well as adopting the UK Model Code; - Ceasing related party transactions, other than the Acquisition, by entering into a Non-Competition Agreement with its majority shareholders; - Limiting the control of the majority shareholder and avoiding conflicts of interest by entering into a Relationship Agreement with it major corporate shareholders, certain members of the Mukashev family and Aman Adilkhanov; and - Adopting pre-emption rights following the Continuance. >> Appendix: Brief CVs of Tim Read and Stuart Leighton Tim Read, age 59 (Non-executive Chairman Designate). Mr. Read was conditionally appointed Independent Non-executive Director and "Chairman Designate" on February 12, 2007, effective as of the time of the Continuance. Prior to joining the Board, Mr. Read was President and Chief Executive Officer of Adastra Minerals, a Canadian mining company with operations in Central Africa, between 1999 and 2006 and Managing Director and Joint Head of Mining Investment Banking at Merrill Lynch International between 1995 and 1999. Mr. Read obtained a Bachelor in Economics from the University of Strathclyde, Glasgow in 1968 and is a Fellow of the Securities and Investments Institute. Stuart Leighton, age 38 (Non-executive Director). Mr. Leighton was appointed Independent Non-executive Director on February 12, 2007, effective as of the date of the Continuance. Prior to joining the Board, Mr Leighton was a partner at Deloitte & Touche CIS between 1999 and 2006. Mr Leighton obtained a Bachelor of Science in Accounting from Napier University, Edinburgh in 1989. This news release contains forward-looking statements contained that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward looking statements in this news release include, but are not limited to, completion of the Acquisition, completion of the Continuance and the realization of mineral resource estimates. Factors that could cause actual results to differ materially from these forward-looking statements include those risks set out in Eurasia's public documents filed on SEDAR. Although Eurasia believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Eurasia disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. This document is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (("Qualified Investors"). In addition, in the United Kingdom, this document is being distributed only to and is directed only at Qualified Investors (a) who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order) or (b) who are high net worth entities falling within Article 49 of the Order, and any other persons to whom it may otherwise lawfully be communicated (all such persons together referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons. The qualified person, as such term is defined in National Instrument 43-101 - Standards of Disclosure for Minerals Projects ("NI 43-101"), who prepared the Technical Report was Dr. Phil Newall (BSc, PhD, FIMMM, C. Eng.). Dr. Newall is independent of the Company for the purposes of NI 43-101. Mineral resources that are not mineral reserves do not have demonstrated economic viability. These materials are not for distribution, directly or indirectly, in or into the United States, Australia, or Japan. This document does not constitute an offer of securities for sale in the United States, nor may any securities be offered or sold in the United States absent registration or an exemption from registration as provided in the US Securities Act of 1933, and the rules and regulations thereunder. No securities are being registered for offer or sale in the United States and no public offering of any securities in the United States will be made. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption of registration or qualification under the securities laws of any such jurisdiction. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. For further information: Baltabek Mukashev, President and CEO, + 7 3272 37 83 06, baltabek.mukashev@almaty.eurasiagold.com; Eurasia Gold Inc., (416) 504-2899, info@eurasiagold.com
Source: newswire
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