St. Eugene Receives Final Court Approval for Transaction with Claude Resources Inc. and Satori Resources Inc.
As previously disclosed, the Acquisition was approved by St. Eugene shareholders on January 17, 2012. Assuming all other conditions precedent to closing the Acquisition are satisfied or waived at the time, the Acquisition is currently expected to close on or before January 31, 2012.
Information concerning the Acquisition is set out in St. Eugene's annual general and special meeting circular (the “Circular“) dated December 15, 2011 that was mailed to all shareholders of St. Eugene. A copy of the Circular is available electronically at www.sedar.com.
Under the terms of the Acquisition, St. Eugene shareholders will receive, for each share held: (i) 0.0789 of a common share of Claude; and (ii) 0.25 of a common share of Satori Resources Inc. (“Satori“). Claude will maintain its pro-rata stake in Satori. As part of this Acquisition, St. Eugene will spin-out all of its interest in and to the Tartan Lake Mine Project, which is comprised of certain mineral property interests and related assets located in the Flin Flon Greenstone Belt in Manitoba, to Satori.
Satori has made application to list its shares on the TSX Venture Exchange and is expected to have approximately 32,000,000 shares outstanding, over $800,000 of cash in treasury and approximately $150,000 in additional working capital upon the closing of the Acquisition.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This news release of St. Eugene contains statements that constitute “forward-looking statements.“ Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause St. Eugene's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,“ “plans,“ “anticipates,“ “believes,“ “intends,“ “estimates,“ “projects,“ “potential“ and similar expressions, or that events or conditions “will,“ “would,“ “may,“ “could“ or “should“ occur. Forward-looking statements in this document include statements regarding St. Eugene's expectations regarding the completion of the Acquisition, the transfer of the Tartan Lake Mining Project in connection with the Acquisition and the initial capitalization of Satori. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from St. Eugene's expectations. St. Eugene undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise required by law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
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 release.
St. Eugene Mining Corporation Limited
Jennifer Boyle, B.A., LL.B
President and Chief Executive Officer
C: (416) 904.2714