Ticker Symbol: U:NYSE U:THM C:ITH X:FRANKFURT:IW9
The Board of Directors of International Tower Hill Mines Ltd. ("ITH" or the "Company") (TSX: ITH)(NYSE Amex: THM)(FRANKFURT: IW9) has unanimously approved a proposal to undertake a spin-out transaction to segregate its assets into two separate and highly focused companies. Under the terms of the proposed transaction, ITH will retain all assets relating to the Livengood gold project in Alaska, an advanced stage project, together with approximately CAD 41 million in working capital. Corvus Gold Inc. ("Corvus") will hold all of ITH's other existing Alaska and Nevada assets and have approximately CAD 3 million in working capital. A condition of the closing of the transaction will be that Corvus obtains conditional approval for the listing of its common shares on a major Canadian stock exchange.
Spin-out of Corvus Gold Inc.
The transaction is intended to maximize value for ITH shareholders by creating a new exploration focused company that will work to advance ITH's current advanced to early stage exploration properties (four in Alaska and one in Nevada). Corvus will also actively seek out and acquire new prospects. ITH will concentrate on moving the flagship Livengood project towards feasibility and a potential production decision. ITH shareholders will be asked to vote on the proposal at a special meeting of shareholders, expected to be convened in July, 2010. The proposal to be presented to shareholders would result in each ITH shareholder receiving, on the effective date of the transaction, one new ITH common share and one-half of a Corvus common share in exchange for each ITH common share held. Adequate advance notice of the effective date will be provided.
Jeff Pontius, President and CEO of ITH, stated, "The management and Board of Directors of ITH believe that the proposed spin-out is an excellent opportunity for shareholders to fully maximize the value of their holdings. The separation of Corvus as an independent company will provide shareholders with significant leverage to ITH's current exploration assets, the potential of which management believes is not being reflected in the current share price. Furthermore, the proposed spin-out enables ITH's expanding mine development team to fully focus on moving the Livengood project towards a potential production decision."
Jeffrey A. Pontius will retain his position as President and CEO of ITH, and will also be appointed as the CEO and Chairman of Corvus. Dr. Russell Myers, currently Vice-President, Exploration of ITH, will be appointed as President of Corvus to lead exploration and discovery programs in North America. Carl Brechtel, currently COO of ITH, will continue as such to lead the development of the Livengood Gold Project into what ITH anticipates will be a world class gold mine in Alaska. The names of the additional directors and senior management of Corvus are expected to be announced in the near future.
Corvus will initially hold four advanced to early stage projects in Alaska and the North Bullfrog project in Nevada. The primary focus of Corvus will be to leverage its exploration expertise to discover major new gold deposits. Furthermore, Corvus will seek to build a non-operator gold producer with significant carried interests and royalty exposure. To meet this objective, ITH has joint ventured the four Alaskan projects to be transferred to Corvus and anticipates that these projects will have over CAD 8 million in partner funded work taking place in 2010. Corvus will also receive from ITH a 100% interest in the North Bullfrog project in Nevada, which has a number of high priority, bulk tonnage and high-grade vein targets to be addressed with a 10,000 metre drill program scheduled for Fall 2010. In 2010, Corvus anticipates receiving up to CAD 1 million in payments and fees from the four existing Alaskan option/joint venture arrangements, as well as significant issuances of shares from some of the respective optionee companies. Corvus anticipates adding quality projects to its portfolio to which it can add significant value through exploration.
The proposed transaction, which is subject to shareholder approval and regulatory acceptance, including the acceptance for filing by Toronto Stock Exchange (the "TSX") and the approval of the NYSE Amex and the Supreme Court of British Columbia, is expected to be implemented through a plan of arrangement under the Business Corporations Act (BC). ITH is presently in the process of transferring to Corvus all of its interest in the Chisna, Terra, LMS and West Pogo projects in Alaska and its interest in Talon Gold Nevada Inc. (which holds the North Bullfrog Project in Nevada) and CAD 3 million in working capital. Subject to the final approval of the Board of ITH and the fixing of a date for the planned special meeting, ITH shareholders will receive an information circular setting out further details of the proposed spin-out transaction.
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Perfektes Timing für dieses Geschenk an die Shareholder. Gold handelt in Euro und Dollar auf neuem Allzeithoch!
Perfektes Timing für dieses Geschenk an die Shareholder. Gold handelt in Euro und Dollar auf neuem Allzeithoch!
