Portfolio News
| November 25, 2009 SHEEN RESOURCES LTD. ANNOUNCES PROPOSED REVERSE TAKE-OVER | |
| Agreement to acquire all of the shares of Canamara Energy Corporation, a British Columbia resource company Sheen Resources Ltd. (the "Company") (TSX-V: SHN) is pleased to announce the execution of an agreement in principle dated November 13, 2009 (the "Acquisition") to acquire all of the issued and outstanding shares of Canamara Energy Corporation ("Canamara"), a private company incorporated in British Columbia which has an option to acquire a 100% interest in the Lake Touladi property in the Province of Quebec, subject to a 2.5% net smelter return royalty in favour of the Optionor, as more fully disclosed below. The terms of the acquisition are subject to TSX Venture Exchange (the "Exchange") acceptance and, if accepted for filing, the Acquisition will constitute a "Reverse Take-Over" ("RTO"), as that term is defined in Exchange policy. Upon completion of the Acquisition, Sheen will continue to be listed as Tier 2 mining issuer. The Acquisition is a related party transaction, in that Adrian Rollke, the President, Chief Executive Officer and a director of the Company, is also a director, officer and a major shareholder of Canamara. Accordingly, completion of the Acquisition will be subject to the approval of a majority of the shareholders of the Company who are not related parties (i.e. -- disinterested shareholders). The Company will be holding a special general meeting of its shareholders in early 2010, at which the approval of disinterested shareholders for the Acquisition will be sought. Property Highlights Pursuant to an option agreement dated August 25, 2009 between Canamara and Fayz Yacoub (the "Optionor") (the "Option Agreement"), which superseded and replaced Canamara's earlier option agreement with the Optionor dated February 20, 2008, as amended by amending agreement dated August 11, 2008, Canamara has been granted an option entitling it to acquire a 100% interest in the Lake Touladi property in the Province of Quebec, in the regional municipality of Le Domaine du Roy, consisting of 68 mineral claims comprising approximately 3,883 hectares, subject to a 2.5% net smelter return royalty in favour of the Optionor, the consideration to consist of the following: (a) Canamara making cash payments totaling $551,000 by June 30, 2011 (of which $71,000 has been paid to date); (b) Canamara issuing 7,100,000 common shares in its capital stock by June 30, 2011 (of which 3,100,000 shares have been issued to date); and (c) Canamara incurring $1,000,000 in exploration expenditures on the property by November 30, 2011 (of which approximately $100,000 has been incurred to date). The Lake Touladi property is located in the province of Quebec (NTS sheet 32A07) on the NW side of Lac St-Jean approximately 30 km from the town of St. Felicien and 37 km from the town of Roberval, and is 100% owned by the Optionor. The Lake Touladi area is underlain by Precambrian high-grade plagioclase-rich gneiss, amphibolite, microcline granite and metagabbro, along with a few quartzite and pyroxenite that are part of the Canadian Grenville Province. The Fe-Ti deposit forms a large north-trending elongated body of metagabbro, which is locally anorthositic. The mineralized rock consists of magnetite (Fe+32Fe+2O4), ilmenite (Fe+2TiO3) and hemoilmenite, with feldspar and ferromagnesian silicates. The deposit forms dense layers or lenses several cm thick in width of Fe-Ti-Fe-rich oxide minerals, separated by narrow bands of silicate-rich material. The analyses of the Touladi mineralized zones indicates low amount of sulfides and the presence of pure ilmenite that may form more than 65 % of the mineralization in certain part of the deposit. Four major mineralized zones, A to D, were identified through the 1950's by ground based exploration, magnetic surveying and drilling. 1800 m of short and long diamond drill holes were performed by the Roberval Mining Corporation, concentrated mainly in the A and B zones. Zone A provided an historical tonnage of 90 Mt, running at 23.5 wt. % Fe and 6.8 wt. % TiO2 and Zone B revealed 34 Mt grading approximately 22.6 wt. % Fe and 6.2 wt. % TiO2. (A qualified person as defined in National Instrument 43-101 ("Standards of Disclosure for Mineral Projects") (NI 43-101) has not done sufficient work to classify the historical estimates as current mineral resources, and neither the Company nor Canamara is treating the historical estimates as current mineral resources, and these historical estimates should not be relied upon.) A helicopter-borne magnetic geophysical survey flown over the property highlighted two NS-oriented zones of magnetic highs juxtaposed on their western side by parallel zones of strong magnetic lows. The latter covering a large area (3 X 0.5 km) is probably related to ilmenite-rich or reversely polarized Ti-magnetic-rich mineralization at shallow depth. New chemical analyses on collected grab samples reveal average Fe and TiO2 contents of 25.66 and 7.59 wt.% respectively, which are comparable to published values for Zone A and B (22.6-23.5 wt.% Fe and 6.2-6.8 wt.% TiO2), and composites of the short holes drilled by Roberval Mining Corporation (23.6-26.1 wt.% Fe and 6.92-7.50 wt.% TiO2). The Lake Touladi Fe-Ti deposit carries geological, mineralogical and geographical characteristics that may contribute to the development of a world-class deposit. This assertion is based on the interpretation of the new aeromagnetic survey in combination with the examination of previous surveys and drilling campaigns showing that: a) areas defined by strong magnetic lows, probably related to the presence of hemoilmenite at depth, were not investigated by drilling and present a strong potential owing to their large extension (ex: 3 X 0.5 km); b) zones characterized by strong positive anomalies, correlated to magnetite-rich zones submitted to historical drilling (Zones A to D), were only partially explored; and c) there is a newer, albeit less well defined, NS-oriented area located 1 km west of the main showing that displays a similar pattern of alternating magnetic highs and lows which should be spatially related with mineralized gabbroic lithologies. Furthermore, a new access road via the north end of the property is viewed as an important development in improving the value of the deposit. The main showing of the Property is attainable from a 1.6 km bush road leading to well-maintained logging roads that reach the village of La Doré 30 km to the north. Finally, the lac St-Jean area (pop. 275,000) retains all the infrastructure (airport, commerce, lodging, roads) and manpower necessary to the development of a mine. A geological report dated November 2008 and entitled "Technical Report and Recommendations -- The Lake Touladi Fe-Ti deposit, Lyonne and Chabanel Townships, Lac St-Jean area, Quebec, Canada" (the "Technical Report") was prepared for Canamara. The Technical Report has been prepared in compliance with the provisions of NI 43-101. The author of Technical Report is Michel Boily, PhD, P.Geo. who is a qualified person as defined in NI 43-101. The Technical Report contains a recommendation for a two phased exploration program. Phase 1 will include the mapping and sampling of the principal Fe-Ti showings, including the probable ilmenite ± Ti-magnetite zones, the completion of a 1.6 km bush road suitable for heavy equipment, the stripping of an area of 200 X 200 m centered on the region where mineralized samples were collected, geological mapping and grab and channel sampling, and an airborne magnetic survey over the southern part of the property, at an estimated cost of approximately $229,000. Phase 2, contingent on the results from Phase 1, would consist of a comprehensive drilling campaign, at an estimated cost of approximately $1,900,000. Sheen intends to undertake the recommended Phase 1 exploration program upon the completion of the Acquisition. Acquisition Highlights The terms of the Acquisition are as follows: The Company will issue 7,416,500 common shares in its capital stock to the shareholders of Canamara in exchange for all of the 14,833,000 common shares of Canamara currently issued and outstanding, on the basis of one share of the Company to be issued for each two (2) shares of Canamara. There are currently 3,330,658 shares of the Company issued and outstanding, which would result in the Company having 10,747,158 common shares issued and outstanding following the closing of the Acquisition (not including the additional shares to be issued pursuant to the concurrent financing and debt settlements referred to below). Canamara understands that some or all of the shares of the Company to be issued to the shareholders of Canamara may be subject to both the escrow provisions provided for in applicable Exchange policy and the trading restrictions provided under applicable securities legislation. In conjunction with the closing of the Acquisition, the Company expects to change its name to "Canamara Minerals Ltd.", subject to the requisite shareholder approval and regulatory acceptance. Concurrent Financing The Company also intends to complete a concurrent financing by way of private placement, the proceeds of which will be used to fund the exploration program referred to above, and to provide the Company with sufficient working capital to satisfy operating and regulatory requirements. Details of this financing will be announced in due course. Debt Settlements Closing of the Acquisition will also be subject to the Company settling certain outstanding indebtedness, details of which will also be announced in due course. Sponsorship of Acquisition The Company intends to seek an exemption from the sponsorship requirements of the Exchange, but will appoint a sponsor if required to do so. Officers, Directors and Insiders The key vending shareholders of Canamara are Reinhart Capital Corp. (a private company owned by Adrian Rollke, of West Vancouver, B.C.), Karl Rollke, of West Vancouver, B.C. and Fayz Yacoub, of Surrey, B.C. Following the completion of the Acquisition, it is anticipated that the officers, directors and insiders of the "Resulting Issuer" (as defined in Exchange policy) will be, in addition to another board member with geological expertise to be added shortly, the following individuals: Adrian Rollke, President, Chief Executive Officer and Director -- Mr. Rollke, of West Vancouver, B.C. has been involved in the resource sector for 15 years. He holds a Bachelor of Economics degree from the University of Western Ontario. He started his career in accounting and administration as a controller of a TSX listed company. He has held senior positions in several resource companies. He founded Sheen Resources Ltd. in 1999 (then named Azure Resources Corp.), and brought it public in 2003. He is currently the President and CEO and/or director of several publicly listed resource companies. Mr. Rollke has been involved in project development and investment on an international level. Hein Poulus, QC, Director -- Mr. Poulus, of Vancouver, B.C. holds a BA and an LLB from the University of British Columbia and an LLM from the London School of Economics. Mr. Poulus is a partner in the Vancouver office of the Stikeman Elliot law firm He has been a senior executive of Kaiser Resources ( 1979 to 1980), a publicly traded producer of metallurgical and thermal coal and oil and gas: and with private Kaiser companies ( 1980 to 1984) whose aqctivities included coal trading, oil and gas, real estate and professional football . Mr. Poulus served as a senior officer in Southeastern Capital Corporation, a Denver based., leveraged buyout group (1984 to 1990) with interests in broadcasting,petroleum product distribution and environmental laboratories., As well as a barrister specializing in complex commercial litigation, Mr. Poulus serves on a number of corporate boards, including Finavera Renewables Inc., Tournigan Energy Ltd. Oriental Minerals Inc. and Longview Capital Partners Inc. John Icke, Director -- Mr. Icke, of Vancouver BC is a senior executive with more than 25 years management experience, 14 in the role of president, general manager or chief executive officer, in both the private and public sectors. He was previously (2002 to 2005) the president of Accenture Business services for Utilities the largest business process outsourcing company for the utilities sector in the world. Mr Icke is currently the president and chief executive officer of Longview Capital Partners a publically traded investment firm which specializes in natural resource sector financing. His previous positions include president and CEO of Lily Cups Inc, executive vice president and chief operating officer of Sweetheart Cup Corp, executive vice president and worldwide general manager Indigo NV, chairman, president and CEO of ShopLink Inc, founding chairman of the Canadian Polystyrene Recycling Association (C.P.R.A.) Mr. Icke has significant experience with private equity financing in addition to debt and public equity transactions. Mr. Icke serves on a number of public and private boards including Cue Resources Ltd, Finavera Renewables Inc, Mega Moly Inc, Pacific Coast Nickel Inc and Oriental minerals Inc. The Company also announces the resignations of Damien Reynolds and Gary Stock as Directors. The Board would like to thank them for their contributions to the Company. Nathalie Pilon, Chief Financial Officer -- Ms. Pilon, of Vancouver, B.C., is a financial reporting consultant for a number of listed companies on both Canadian and U.S. exchanges. Trading Halted In accordance with Exchange policy, the Company's shares are currently halted from trading and are expected to remain halted until the requirements for reinstatement of trading in Exchange Policy 5.2 ("Changes of Business and Reverse Takeovers") have been met. (Other than as elsewhere disclosed herein, there are no significant conditions to the completion of the Acquisition.) 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 RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Sheen Resources Ltd. 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. On behalf of the Board of Directors SHEEN RESOURCES LTD. "Adrian Rollke" President, Chief Executive Officer and Director For further information, please contact Adrian Rollke at: Telephone: 604-683-2808, Facsimile: 604-683-2286, email: info@pencarimining.com. The technical information in this news release has been reviewed and approved by Michel Boily, PhD, P. Geo., a qualified person for the purposes of NI 43-101. Mr. Boily is independent from each of Sheen Resources Ltd. and Canamara Energy Corporation. WARNING: This news release may contain forward looking statements based on assumptions and judgments of management regarding future events or results that may prove to be inaccurate as a result of exploration and other risk factors beyond its control, and actual results may differ materially from the expected results. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE. | |
