|By Marketwired .||
|May 20, 2014 09:14 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 05/20/14 -- Primera Bioscience Research Inc. ("Primera" or the "Company") is pleased to announce that it has agreed to acquire the Copenhagen Minerals Inc. ("CMI") pursuant to a purchase agreement dated May 20, 2014. CMI owns a 100% interest in the Storo Gold Project, an exploration project located in Greenland.
Background to Transaction
Primera was founded in 2008 to engage in early stage biotech and related research. The Corporation currently has one collaborative project under which it provided $300,000 of funding for certain brain tumour and stem cell research being conducted by The Hospital for Sick Children in Toronto, Ontario, in exchange for a 10% interest in any commercialization proceeds arising out of the project. This research is more fully described in the prospectus of Primera dated July 23, 2008 and subsequent disclosures which are filed on www.sedar.com.
Primera has been considering initiatives in the area of technology and development outside of the biotechnology sector in order to expand its business and create value for shareholders. A number of biotech, research technology and other potential business have been reviewed. Primera has determined to proceed with the acquisition of CMI due to the potential of the Storo Gold Project, the strength of the CMI management team who will assume management of Primera and the belief that the gold sector has potential.
The Storo Gold Project
The Storo Gold Project is located in Greenland, an autonomous territory with extended self-rule within the Kingdom of Denmark. The Fraser Institute Annual Survey of Mining Companies 2012/2013 ranked Greenland as the country with the highest global mineral potential (ranked #2 in the 2011/2012 survey). Greenland is known to host deposits of many metals including base metals (nickel, zinc, lead, copper & iron), precious metals (gold, silver, platinum and palladium) and others (REE's, tungsten, molybdenum and uranium) as well as industrial minerals such as olivine and anorthite. Greenland hosts a number of active mining and exploration companies, primarily from Canada, Australia and the United Kingdom.
The Storo Gold Project is situated in south west Greenland only 40km from the Greenland capital Nuuk on the Island of Storo in the year-round open water Nuuk Fjord.
The gold prospects in the Nuuk Fjord area are located in the strongly deformed and metamorphosed rocks of Archean age. The area is an extension of the North American Craton and is suggested to correlate with the Nain Province in Labrador, Canada.
The Nuuk Fjord gold prospects occur in basic to intermediate volcanic terrain that may be subsequently intruded by island arc, intermediate to acidic rocks. Storo is hosted by metavolcanic and metasedimentary rocks of the Storo supracrustal belt, bounded to the west by the NNE-striking, 300-400m wide, Storo shear zone, a deep seated, regional NE-striking structural zone, separating supracrustal rock from footwall ortho-gneisses.
At Storo there are two levels of mineralization, the Main Zone and the BD Zone. Both zones are situated within the Qingaq Mountain and are up to 12m wide with 10-50m wide low grade alteration halos.
The Main Zone occurs in an antiformal fold in the upper amphibolite unit and consists of auriferous quartz veins in garnet and biotite alteration zones up to 50m thick. Surface rock grab samples have returned up to 82.3 g/t Au (Sample RGC106916) in this area with common visible gold in both surface and drill core samples. The Main Zone has been traced to 150 m below the surface in drill holes and gold grades in drill samples range up to 52g/t Au over 2m (DDH05-05 47m-49m).
The BD Zone occurs lower, on the contact between biotite-sillimanite-garnet gneiss and the upper amphibolites and gold occurs mainly in quartz-veined, arsenopyrite-bearing zones along the contact and in both rock types up to 20m away from the contact. Gold grades in drill core samples range up to 15 g/t Au over 10m (DDH 10-54 39m-49m). The BD zone has been followed along strike for 700-800 m with channel samples that returned up to 22g/t Au over a true width of 1.8m (Sample RCH213061).
The mineralization has been traced to nearby Aappalaartoq Mountain situated 4 km to the NE from Qingaq Mountain. On Aappalaartoq surface samples return up to 25.6 g/t Au (RGB212942) in situ and 46.4 g/t in scree (SCS111358) .
Since 1995, a total of 86 drill holes totaling 15,375 m have been drilled by previous owners, of which only 6 holes were drilled on Aappalaartoq Mountain.
Selected intercepts of the auriferous zones below Qingaq Mtn. comprise but are not limited to: http://media3.marketwire.com/docs/PrimeraT.jpg
Mr. Johan Bradley, FGS, CGeol, EurGeol, Principal Geologist at SRK Consulting (Sweden) AB and a Qualified Person under National Instrument 43-101 has approved the technical information in this press release.
Management Changes & Biographies
As part of the acquisition of CMI, the current board of directors consisting of Carolyn Rayfield, Christine Davison and Maria Bruzzese will resign. In addition Carolyn Rayfield will resign as President and Chief Executive Officer. Dennis Waddington will continue as Chief Financial Officer and Corporate Secretary.
The new board of directors will be comprised of Ruben Shiffman, Jesper Kofoed and Leonard Asper. Mr. Ruben Shiffman will be appointed Executive Chairman and Jesper Kofoed will be appointed President and Chief Executive Officer.
Dr. Ruben Shiffman was the Co-Founder and Executive Chairman of Calvista Gold Corporation, a company listed on the Toronto Stock Exchange successfully sold to Eike Batista's AUX Group of Brazil (2010 - 2012). In Toronto, Dr. Shiffman was global Managing Director of emerging markets trading globally at Scotia Capital (2005-09), VP & Director of emerging markets at TD Securities (2002-2005) and Director of derivatives trading at Scotiabank (1999-2002). As a Director of the Securities Bureau for the Mexican Ministry of Finance / CNBV (1996 - 1999), he was a member of the G10/CPSS at the Bank for International Settlements in Basle Switzerland. Ruben holds a BBA/MBA from UDLA and a Ph.D in finance from the National Autonomous University of Mexico and has completed Doctoral studies in finance from the Rotman School of Management at the University of Toronto. In 1997 he received the National Finance Award "IMEF". He has been a director of various public mining companies in Canada and is currently a board member of the International Advisory of the Hartog School at Tel-Aviv University.
Mr. Jesper Kofoed has over 20 years of experience as an exploration geologist within Greenlandic and international mineral projects. Since 2013 Mr. Kofoed had been a geologist with FLSMIDTH & Co., in Operations & Management, working on mine optimization and business development. From 2011 to 2013 Mr. Kofoed was Exploration Manager Fennoscandia, Eurasian Minerals Inc. with responsibility for managing a large exploration portfolio in Scandinavia in a joint venture with Antofagasta Minerals Ltd. From 2005 to 2011 Mr. Kofoed was Chief Geologist for the Malmbjerg Molybdenum Project in East Greenland owned by former Quadra FNX Mining Co. / now KGHM International. From 2004 to 2006 Mr. Kofoed was Senior Geologist for Skaergaard Minerals PLC providing site management on the Skaergaard Au-PGE project in East Greenland. From 1993 to 2000 Mr. Kofoed was Project Geologist for Nunaminerals A/S working on the development of the Storo Gold Project, and was part of the Nalunaq discovery team and subsequently worked on the development of the Nalunaq gold project. In addition, Mr. Kofoed has participated in several gold and base metal exploration programs in Greenland. Mr. Kofoed holds a BA in Geology (1991-1994) and MSc in Geology & Petrology (1995-1998), both from the University of Copenhagen, is a Certified Qualified Person (QP) by the Fennoscandian Review Board since 2012, Member of the Society of Economic Geologists since 2005 and Fellow of the Geological Society of London since 2011.
Mr. Leonard Asper is a Canadian businessperson, entrepreneur and lawyer. He is a graduate of Brandeis University and the University of Toronto Law School, and is a member of the Ontario Bar Association and The Law Society of Upper Canada. Since December, 2010, Mr. Asper has been the President and CEO as well as majority shareholder of Anthem Media Group Inc. a privately held media company which operates television channels and websites on traditional and web based platforms. From 1999 to 2010, Mr. Asper was the president and Chief Executive Officer of the Canadian media company, CanWest Global Communications Corp. Canwest was Canada's largest media company, and controlled and operated television networks in a number of international jurisdictions. Mr. Asper is also one of the founders of Canterbury Park Capital, a private equity fund. He also serves on the Board of Overseers of the International Business School of Brandeis University where he founded the Asper School for Entrepreneurship. He is a Trustee of the Asper Foundation, the founder of the Joshua Foundation and a member of the Board of Governors of the Saul and Claribel Simkin Center, a seniors' housing complex in Winnipeg. Additionally, Mr. Asper holds an honorary Doctorate in Laws from the University of Winnipeg.
Terms of the Transaction
As a condition of closing, CMI will have minimum working capital of $300,000. CMI will be acquired by Primera in consideration for the issuance of 16,650,000 common shares. The Storo Gold Project is not subject to any royalties or interests of third parties. Primera currently has 4,375,000 common shares issued and outstanding. As a result of the acquisition, Primera will have 21,025,000 common shares issued and outstanding.
Corporate Matters, Name Change & Closing
Primera will not complete the consolidation of its issued and outstanding shares announced on October 16, 2013, which was approved by shareholders at a meeting of shareholders held on November 12, 2013. A name change of the Corporation to, "Greenland Resources Inc.", will be made at the closing of the acquisition of CMI which is expected to be completed shortly. The Corporation is reviewing its corporate strategy for the brain tumour and stem cell research being conducted by The Hospital for Sick Children.
ON BEHALF OF THE BOARD OF DIRECTORS
CAUTIONARY STATEMENT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Primera's objectives, goals or future plans, statements regarding the estimation of mineral resources, exploration results, potential mineralization, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, failure to convert estimated mineral resources to reserves, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Although Primera believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies 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. Primera disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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