Press release from CNW Group
Camisha Resources Corp. enters into a Purchase Agreement to Acquire 100% of Prima Fluorspar Corp.
Tuesday, September 25, 2012
Camisha Resources Corp. enters into a Purchase Agreement to Acquire 100% of Prima Fluorspar Corp.15:57 EDT Tuesday, September 25, 2012VANCOUVER, Sept. 25, 2012 /CNW/ - Camisha Resources Corp. (TSX-V: CRN) ("Camisha" or the "Company") is pleased to announce that on September 21, 2012 it entered into an agreement in principal to acquire 100% of Prima Fluorspar Corp. ("Prima"). The resulting company will focus on confirming and expanding the historic mineral resource* of approximately 3.2 million tonnes averaging 32% fluorspar at its 100%-owned, 22,588 ha (55,816 acres) Liard Fluorspar Property in Northern British Columbia, Canada.Highlights Fluorspar (fluorite) is a critical commodity with an annual market of $2.4 billion. Fluorspar is used in the production of hydrofluoric acid, fluorocarbons (aerosols, refrigerant etc.), fluoropolymers (Teflon), aluminum smelting, steel production, refining of petroleum, uranium and concrete. In 2011, 6.2 million tonnes were sold at an average price of $400 - the price has increased 300% from 2003.Current prices for acid grade fluorspar are at a high of $550-600/tonne (Industrial Minerals Magazine). Exports from China - the dominant fluorspar producer - are decreasing due to export taxes, increased domestic consumption and depleting supply. The North American market is open for new supply as there are no producing fluorspar mines in Canada and the USA.Prima's 100%-owned Liard Fluorspar Property, 22,588 ha (55,816 acres) in size, is an advanced stage exploration project with an historic geological resource* of approximately 3.2 million tonnes averaging 32% fluorite.Prima is confident in the potential for proving with modern methods and possible expansion of the resource* at depth and along strike for several kilometers. The Liard Property is on the Alaska Highway with easy access to markets through the railhead at Fort Nelson, 300 km by highway from the property.Subject to regulatory and shareholder approvals, and subject to financing, the company resulting from the purchase agreement, - to be renamed Prima Fluorspar Corp. - will conduct a significant drill program on the Liard Fluorspar Property during 2013 to confirm and expand the historic geological resource* with plans to issue a Preliminary Economic Assessment in the fourth quarter, 2013.About Fluorspar Fluorspar, the commercial name for fluorite (CaF2) is a critical commodity. The annual worldwide market for fluorspar is estimated at $2.4 billion. World reserves of fluorspar are estimated at 240 million tonnes with annual production of 6.2 million tonnes in 2011.Since 2003, the average selling price of fluorspar has increased from $130/tonne to $400/tonne. Current prices for acid grade fluorspar (September, 2012) are reaching a high of $550-600/tonne (Industrial Minerals Magazine).Fluorspar is used in the production of hydrofluoric acid, fluorocarbons (aerosols, refrigerant etc.), fluoropolymers (Teflon), aluminum smelting, steel production, refining of petroleum, uranium and concrete.Large North American consumers and purchasers include Alcan, Alcoa, Honeywell, Dupont, Dow, BASF, 3M. The North American market is open for new supply as there are no producing fluorspar mines in Canada and the USA and China's supply is decreasing.China's history with fluorspar is similar to other critical commodities like rare earth elements where China has built up a dominant supply position only to subsequently limit exports. The fluorspar exports from China are steadily decreasing through a 15% export tax, growing internal consumption and depleting supply. China is currently the largest producer of fluorspar: ~3.3 million tonnes fluorspar in 2010.About Prima Fluorspar Corp.Prima's Liard Fluorspar Property is an advanced stage exploration project, located along the Alaska Highway 300 km from the railhead at Fort Nelson.The Liard Property has an historic geological resource* of approximately 3.2 million tonnes averaging 32% fluorite. Over 60 holes in 7 major showings were drilled in 1971 and 1972 by Conwest Exploration Company, a well-established mining company. No technical report is currently available regarding the historic resources on the property. An unknown amount of this historic resource estimate may be outside of Prima's Liard Flourspar Property.The claims hosting the historic fluorspar showings were acquired from prospector, Dave Heyman of Mission, British Columbia.The mineralization follows a lithological contact, which continues across Prima's property for several kilometers.The historic drilling was shallow and did not follow the mineralization to depth or along strike. Prima is confident that the historical estimate is relevant as an indication of the potential of the property. Prima is also hopeful for the potential for expansion of the resource* at depth and along strike for several kilometers.Historic mineralization, found in 1971 and 1972 was noted to be close to surface and amenable to open pit mining.Historic metallurgical testing of bulk samples and drill core from the property indicates the ability to produce a high-quality acid-grade product of greater than 97% CaF2 using conventional flotation methods.* Acid grade product fetches the highest market price. In order to verify the historical estimate as a current mineral resource, the company will have to conduct detailed definition drilling on the property.NO QUALIFIED PERSON HAS DONE SUFFICIENT WORK TO CLASSIFY THE HISTORICAL RESOURCE ESTIMATE AS A CURRENT MINERAL RESOURCE. CAMISHA IS NOT TREATING THE HISTORICAL ESTIMATE AS A CURRENT MINERAL RESOURCE. NO TECHNICAL REPORT UNDER NATIONAL INSTRUMENT 43-101 HAS BEEN COMPLETED ON THE PROPERTY.Current prices for acid grade fluorspar (September, 2012) are reaching a high of $550-600/tonne (Industrial Minerals Magazine).The North American market is open for new supply as there are no producing fluorspar mines in Canada and the USA. Industrial users in Edmonton, Alberta; Vancouver, BC; Seattle, WA. and the Rio Tinto Alcan aluminum smelter in Kitimat, BC are possible markets for potential fluorspar production from the Liard property.For more information about Prima please click: http://primafluorspar.com/.Purchase AgreementSubject to regulatory and shareholder approval, the Company has agreed to the following terms:The Company will issue 10,015,000 common shares to all Prima shareholders on a one for one basisAll of the 10,015,000 common shares issued in conjunction with the purchase agreement will be subject to Escrow agreements pursuant to National Policy 46-201.A Special Shareholders Meeting will be held on November 26, 2012 to:approve the purchase agreement;approve the change of the Company name to Prima Fluorspar Corp.;elect Mr. Robert Bick, Mr. Sean Charland and Mr. Dean Nawata to the board of directors.The transaction will be considered a reviewable transaction under the policies of the TSX Venture Exchange, and will require its acceptance in addition to shareholder approval.Incoming ManagementRobert BickFrom 2007 to 2010, Robert Bick served as CEO and Executive Chairman of Evolving Gold Corp. www.evolvinggold.com. Robert joined Evolving when it had a market cap of less than $3 million, trading on the CNSX at $0.18. During Robert's tenure, Evolving raised over $50 million, moved to the TSX Venture Exchange and subsequently graduated to the TSX. When Robert left, Evolving had a market cap of over $100 Million. Having served as Officer and Director with several junior resource companies, Robert has a comprehensive understanding of the requirements of building junior public companies from the early stages.Sean CharlandSean Charland is a seasoned communications professional with experience in raising capital and marketing resource exploration companies. Mr. Charland is a director of Zimtu Capital Corp., an investment issuer listed on the TSX Venture Exchange. His network of financial community contacts extends across North America and Europe. Mr. Charland also serves as a Director (April 2011 - present) and Corporate Secretary (September 2011 - present) of Pacific Polar Energy Group, a private exploration company focused on Colombia; Director of Nanton Nickel Corp. (April 2012 - present); and a Director of Arctic Star Exploration Corp. (March 2012 - present).Dean NawataDean Nawata has over 18 years of public market experience, nine of which he spent as a licensed stockbroker focusing on financing of junior mining and oil/gas projects with Nesbitt Burns, Research Capital Corporation, and Raymond James. Mr. Nawata currently holds a position in Business Development for 49 North Resources - a resource investment, financial, managerial and geological advisory, and merchant banking Corporation listed on the TSX Venture Exchange. He is President and CEO of Olympic Resources Ltd. (May 2012 - present) and a Director of Big North Graphite Corp. (December, 2011 - present).Non- Brokered Private PlacementIn conjunction with the acquisition of Prima, and subject to regulatory approvals, the Company wishes to announce a private placement of 4,750,000 common shares at a price of $0.10 per share for gross proceeds of $475,000. This placement of $0.10 private placement common shares will be subject to three year escrow provisions and will be used for general working capital and for exploration of the King Property and the Liard Fluorspar Property. A finder's fee may be payable in accordance with the policies of the TSX.About the Resulting CompanyAfter closing of the transactions described in this press release, the Company will explore the Liard Fluorspar Property in northern BC. The Resulting Company - to be renamed Prima Fluorspar Corp. - will conduct a significant drill program during 2013 to confirm and expand the historic geological resource* with plans to issue a Preliminary Economic Assessment in the fourth quarter, 2013.The Company will also conduct an exploration program on its King Property in the Yukon.In compliance with National Instrument 43-101, Neil McCallum, P.Geo. is the Qualified Person responsible for the technical disclosure of this news release.On Behalf of the Board of DirectorsCAMISHA RESOURCES CORP."David Hodge"David HodgePresident & CEOPhone: 604.681.1568*Historical Data: Prima has not undertaken an independent verification to classify the historic resource estimate quoted from a Mineral Potential Compilation Report for the BC Department of Economic Development, written by Wright Engineers Limited and H.N. Halvorson Consultants Ltd., in January 17, 1975 as a current mineral resource. Neither has Prima independently verified the results of the previous exploration work. Therefore, the historical mineral resource should not be relied upon, but the issuer believes the information to be relevant and reasonably reliable. An unknown quantity of the 3.2 million tonnes are on mineral claims outside of the current Liard Fluorspar Property. However, based on the information available, the majority of the estimate is based on the deposits located on Prima's Liard Fluorspar Property. The key assumptions, parameters and methods of the resource estimate are unknown at this time. New deposit definition drilling is needed to develop a current resource estimate on the property.Prima believes that these historical mineral resources provide a conceptual indication of the potential of the property and are relevant to ongoing exploration.FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. Forward looking statements in this press release include that the Company will purchase all the shares of Prima Fluorspar, that we can conduct a financing for working capital and exploration funds, that the property of Prima Fluorspar has resources and that we can verify and expand those resources, that the mineralization is close to surface and amenable to open pit mining, and that we can obtain regulatory acceptance for this transaction. The Company's actual results and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: results of exploration activities and development of mineral properties, fluctuations in the marketplace for the sale of minerals, the inability to close on the proposed acquisition, reliance on inaccurate data, the inability to obtain financing, currency fluctuations, the market price of fluorspar, general market and industry conditions and other risks disclosed in the Company's filings with Canadian Securities Regulators. In addition, even if there is substantial mineralization on the company's properties, there is no assurance that we will be able to commercially exploit it.Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.SOURCE: Camisha Resources Corp.For further information: Kevin Bottomley Shareholder Services Toll Free: 1.877.377.6222 Phone: 604.681.1568 Email: firstname.lastname@example.org