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Trading Symbol (TSXV): GPJ.H
VANCOUVER, Feb. 19 /CNW/ - GPJ Ventures Ltd. (the "Company") has entered
into an armslength agreement dated February 15, 2007 with Goldcorp Inc. for
the acquisition of Goldcorp's Peak Mine in Australia and its Amapari Mine in
Brazil. Consideration for these mines and the related assets will be US$300
million payable as to US$200 million in cash and US$100 million through the
issuance of 155,000,000 common shares of the Company. The Company's name will
be changed to "Peak Gold Ltd." in connection with the transaction. It is
anticipated that the transaction will be effected through the amalgamation of
a subsidiary of the Company which will be formed to complete the subscription
receipt financing (referenced below) and a subsidiary of Goldcorp which will
indirectly own the assets. On closing, Endeavour Financial will receive a fee
of 5,000,000 common shares of the Company.
In order to finance the acquisition and provide working capital, the
Company will complete a financing of 370,000,000 subscription receipts at a
price of $0.75 per subscription receipt for gross proceeds of $277,500,000.
Each subscription receipt will be convertible into units of the Company at
closing of the acquisition. The units will consist of a common share of the
Company and half of a transferable share purchase warrant. Each whole share
purchase warrant entitling the holder to purchase an additional common share
for five years at a price to be determined. The use of proceeds will be for
the acquisition costs, setting up an office and employees for Peak Gold and
general working capital. Goldcorp Inc. has agreed not to sell any of its
common shares acquired for a period of twelve months.
Property Description
Peak Mine, Australia
The Peak Mine and properties are situated in the vicinity of the
Cobar Gold Field approximately 700 kilometres west of Sydney, New
South Wales, Australia. The Peak properties include a 100% interest
in four consolidated mining leases, a mining lease and two contiguous
exploration licences. The leases and licenses cover approximately 300
square kilometres surrounding the Peak Mine. In addition, the Peak
Mine has a 90% beneficial interest in the Cobar West joint venture
with Dominion Gold Operations Pty Ltd. and owns or has joint venture
interests in tenements covering approximately 600 square kilometres.
Most of the production is derived from ore mined at the underground
operations which is supplemented by relatively large open cut
stockpile material. The production forecast for 2007 is estimated at
120,000 ounces of gold and 8 million pounds of copper.
Amapari Mine, Brazil
The Amapari Mine and properties are located in Amapa State in
northern Brazil, approximately 200 kilometres north-west of the state
capital of Macapa, a port city on the north bank of the Amazon River
estuary. The Amapari Mine consists of an open-pit and heap leach
operation and an undeveloped sulphide milling operation sourcing ore
from open pits and an undeveloped underground operation. The Amapari
Mine property covers approximately 251,000 hectares in the Vila Nova
group greenstone belt comprising a series of mostly contiguous claim
blocks and a Mining Concession application. The production forecast
for 2007 is estimated at 95,000 ounces of gold.
Reserves and Resources
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PROVEN PROBABLE PROVEN & PROBABLE
-----------------------------------------------------------
Tonnage Grade Contained Tonnage Grade Contained
-------------- mt g Au/t m oz mt g Au/t m oz
Peak-gold 0.95 6.70 0.20 1.13 6.39 0.23 2.08 6.53 0.44
Amapari-gold 0.81 2.52 0.07 5.32 2.45 0.42 6.13 2.46 0.49
m lbs m lbs m lbs
mt % Cu Cu mt % Cu Cu mt % Cu Cu
Peak - Copper 0.95 0.85% 18 1.13 0.54% 13 2.08 0.68% 31
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-----------------------------------------------------------
MEASURED INDICATED
-----------------------------------------------------------
Tonnage Grade Contained Tonnage Grade Contained
-------------- mt g Au/t m oz mt g Au/t m oz
Peak-gold 1.24 3.86 0.15 2.11 4.03 0.27
Amapari-gold 0.29 2.31 0.02 6.70 3.01 0.65
m lbs m lbs
mt % Cu Cu mt % Cu Cu
Peak-copper 1.24 0.99% 27 2.11 1.28% 60
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-----------------------------------------------------------
MEASURED & INDICATED INFERRED
-----------------------------------------------------------
Tonnage Grade Contained Tonnage Grade Contained
-------------- mt g Au/t m oz mt g Au/t m oz
Peak-gold 3.35 3.96 0.43 1.99 6.50 0.42
Amapari-gold 6.98 2.98 0.67 1.92 2.47 0.15
m lbs m lbs
mt % Cu Cu mt % Cu Cu
Peak-copper 3.35 1.17% 87 1.99 0.53% 23
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Goldcorp Reserve and Resource Reporting Notes:
Goldcorp Reserve and Resource Reporting Notes:
1. All Mineral Reserves and Mineral Resources have been calculated in
accordance with the standards of the Canadian Institute of Mining,
Metallurgy and Petroleum and National Instrument 43-101, or the
AusIMM JORC equivalent.
2. All Mineral Resources are reported exclusive of Mineral Reserves.
3. Mineral Resources which are not Mineral Reserves do not have
demonstrated economic viability.
4. Reserves and Resources are reported as of December 31, 2006.
5. Qualified Persons for the Mineral Reserve and Mineral Resource
estimates as defined by the National Instrument 43-101 are as
follows:
a. Peak: Eric Strom, P.Eng., Peak Gold Mines
b. Peak: Rex Berthelsen, MAusIMM, Peak Gold Mines
c. Amapari: Trevor Jones, MAusIMM, MPBA
d. Corporate overview: Randy V.J. Smallwood, P.Eng., Goldcorp Inc.
6. Mineral Reserves are estimated using appropriate recovery rates and
US$ commodity prices of $450 per ounce of gold, $7 per ounce of
silver, $1.25 per pound of copper, $0.30 per pound of lead, and
$0.60 per pound of zinc, unless otherwise noted below;
a. $0.35/lb lead at Peak
b. $0.80/lb zinc at Peak
7. Mineral Resources are estimated using appropriate recovery rates and
US$ commodity prices of $525 per ounce of gold, $8 per ounce of
silver, $1.50 per pound of copper, $0.43 per pound of lead, and
$0.86 per pound of zinc, unless otherwise noted below;
a. $0.35/lb lead at Peak
b. $0.80/lb zinc at Peak
Cautionary Note to United States Investors Concerning Estimates of
Measured, Indicated and Inferred Resources: These tables use the
terms "Measured", "Indicated" and "Inferred" Resources. United States
investors are advised that while such terms are recognized and
required by Canadian regulations, the United States Securities and
Exchange Commission does not recognize them. "Inferred Mineral
Resources" have a great amount of uncertainty as to their existence,
and as to their economic and legal feasibility. It cannot be assumed
that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category. Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or
other economic studies. United States investors are cautioned not to
assume that all or any part of Measured or Indicated Mineral
Resources will ever be converted into Mineral Reserves. United States
investors are also cautioned not to assume that all or any part of an
Inferred Mineral Resource exists, or is economically or legally
mineable.
Officers and Directors
On closing, the Company's Board of Directors will consist of Ian Telfer,
Julio Carvalho, Frank Giustra, and Gordon Keep. The officers will be Julio
Carvalho, Chief Executive Officer, previously Executive Vice President of
South American operations for Goldcorp and Jim Simpson, Chief Operating
Officer, previously general manager of Goldcorp's Peak mine.
Julio Carvalho has extensive experience in the mining industry. He worked
for 33 years with the Rio Tinto group in Brazil, where his primary role was
Chief Financial Officer, as one of three Executive Directors managing four
operating companies. Prior to joining Goldcorp, Mr. Carvalho was President,
CEO and Director of Mineraçao Onça Puma Ltd., a wholly-owned subsidiary of
Canico of Canada. He is a Chartered Accountant and holds a MBA from Queens
University.
Ian Telfer is Chairman of Goldcorp Inc. and non-executive Chairman of
UrAsia Energy Ltd. and previously served as President and CEO of Goldcorp Inc.
from March 2005 until its merger with Glamis Gold in November 2006. Mr. Telfer
was previously Chairman and CEO of Wheaton River Minerals since 2002 and has
over 20 years of experience in the precious metals business.
Frank Giustra is Chairman of Endeavour Financial. As President and later
Chairman and CEO of Yorkton Securities in the 1990s, he spearheaded equity
investments of more than $3 billion in the international resource sector.
Subsequently, he founded Lions Gate Entertainment, now one of the world's
largest independent film companies. Recognizing the growing need for merchant
banking services in the mining and minerals industries, Mr. Giustra joined
Endeavour Financial as Chairman in 2001. His vision and leadership led to the
launch of numerous successful resource companies, including Wheaton River
Minerals and UrAsia Energy.
Gordon Keep is Managing Director, Corporate Finance with Endeavour
Financial. His career in corporate finance has spanned over 20 years, where
his responsibilities have included financings, mergers and acquisitions and
public company administration. Previously, he held positions as Senior Vice
President of Lions Gate Entertainment Corp. and Vice President of Corporate
Finance with Yorkton Securities Inc.
Jim Simpson is currently Mine General Manager at Peak Gold Mines and also
serves as a Director of Goldcorp Asia Pacific. He has been acting as Mine
Manager for various mining companies since 1997 including MM Holdings,
Normandy Mining and Goldcorp inc. Jim has over 20 years of experience in the
mining industry and holds a Bachelor of Engineering (Mining) from the
University of New South Wales, Australia.
Further independent directors will be nominated at the Company's next
annual meeting.
Concurrently with the closing, the Company will grant up to 30,000,000
stock options to its directors, officers, employees and consultants,
exercisable at $0.75 per share for a period of 5 years.
Completion of the transaction is subject to a number of conditions,
including TSX Venture 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 filing statement
to be prepared in connection with the transaction, any information released or
received with respect to the change of business may not be accurate or
complete and should not be relied upon. Trading in the securities of the
Company 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 GPJ Ventures Ltd.
"Gordon Keep"
President & Director
Forward-looking statements: This document contains statements about
expected or anticipated future events and financial results that are
forward-looking in nature and as a result, are subject to certain risks and
uncertainties, such as general economic, market and business conditions, the
regulatory process and actions, technical issues, new legislation, competitive
and general economic factors and conditions, the uncertainties resulting from
potential delays or changes in plans, the occurrence of unexpected events, and
the Company's capability to execute and implement its future plans. Actual
results may differ materially from those projected by management. For such
statements, we claim the safe harbour for forward-looking statements within
the meaning of the Private Securities Legislation Reform Act of 1995.
The TSX Venture Exchange has not reviewed, and does not accept
responsibility for the adequacy or accuracy of the content of this news
release.
%SEDAR: 00008729EFor further information: Mr. Gordon Keep, at (604) 609-6110
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