MONTREAL, QUEBEC — (Marketwired) — 06/18/13 — Freyja Resources Inc. (TSX VENTURE:FRA) (“Freyja” or the “Corporation”) is pleased to announce that it has entered into a pre-acquisition agreement (the “Pre-Acquisition Agreement”) with Cyprium Mining Corporation (“Cyprium”) dated June 14, 2013, pursuant to which Freyja has agreed to make an offer (the “Offer”), on or before July 15, 2013, to acquire, by way of a take-over bid, all of the issued and outstanding common shares of Cyprium (the “Cyprium Shares”) in exchange for common shares of Freyja (the “Freyja Shares”) on a one for one basis (the “Acquisition”). Freyja has also agreed to exchange all of the currently issued and outstanding shares purchase warrants of Cyprium (the “Cyprium Warrants”) for warrants to purchase Freyja Shares which have identical terms. As at the date hereof, there are 7,480,000 Cyprium Shares and 2,860,000 Cyprium Warrants issued and outstanding.
Following a thorough review by the board of directors of Cyprium, the board of directors of Cyprium has unanimously determined that the proposed Offer by Freyja is in the best interests of Cyprium and its shareholders.
Conditions to Offer
The making of the Offer is subject to a number of conditions including, but not limited to: (i) the acquisition by Cyprium of a controlling interest in Coyame Copper SA de CV (“Coyame Copper”), a Chihuahua, Mexico based company for a purchase price of $120 payable in cash and a commitment to loan Coyame US$500,000 before January 31, 2014; (ii) the completion of a private placement of Cyprium Shares at a price of $0.10 per share for minimum gross proceeds of $100,000; (iii) satisfactory completion of due diligence by the Corporation; (iv) the provision by Cyprium of a legal title opinion in a form acceptable to Freyja, acting reasonably, in respect of the mineral properties of Coyame Copper; (v) the entering into of exchange agreements between Freyja and each holder of Cyprium Warrants pursuant to which the holders will receive share purchase warrants to acquire Freyja Shares on identical terms to the Cyprium Warrants; and (vi) the receipt of conditional approval of the Acquisition from the TSX Venture Exchange Inc. (“TSX Venture”).
Other Information Regarding the Offer
The Pre-Acquisition Agreement provides for the payment of a non-completion free of $150,000 by Cyprium in certain circumstances in the event that Cyprium elects not to proceed with the transaction.
Directors and officers of Cyprium holding approximately 50% of the Cyprium Shares have entered into agreements pursuant to which they have agreed to tender their Cyprium Shares to the Offer.
The Acquisition is an arm’s length transaction for Freyja as none of the directors or officers of Freyja own any interest in Cyprium.
The trading of the Freyja Shares which are listed for trading on the TSX Venture has been halted and will not resume trading until additional information has been provided and filings completed with TSX Venture.
NI 43-101 Technical Report
Cyprium is currently preparing a National Instrument 43-101 – Standards of Disclosure for Mineral Projects compliant technical report on the mineral properties held by Coyame Copper (the “Coyame Report”). Upon completion of the Coyame Report, the Corporation will provide additional details regarding the proposed acquisition of Coyame Copper, including technical disclosure in respect of the mineral resources which will be acquired.
Summary of Proposed Directors and Officers
Upon the completion of the Acquisition, the Board of Directors of Freyja will be reconstituted to consist of Alain Lambert; Andre St-Michel; Robert Ayotte; Robert Boisjoli and Ronald Keenan, provided that the TSX Venture does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of the Canada Business Corporations Act.
After the closing of the Acquisition, Andre St-Michel will be appointed the President and Chief Executive Officer of Freyja and Benoit Forget will remain the Chief Financial Officer of Freyja.
Alain Lambert – Director and Chairman
Mr. Lambert has been the President, Chief Executive Officer and a Director of CPVC Financial Corporation, a private investment company, since November 2006. Mr. Lambert is also a director and Chairman of the Board of Nouveau Monde Mining Enterprises, a junior mining project generator company listed on the TSX Venture under the symbol “NOU”. Mr. Lambert was also the Managing Director and Head of Equity Capital Markets of Avenue Capital Markets Inc. between December 2011 and May 2012. Mr. Lambert was President and a Director of Avenue Capital Markets CPVC Inc. between September 2010 and December 2011. He was also the President and a Director of FIER CPVC Montreal Management Inc., the general partner of FIER CPVC Montreal L.P., a venture capital investment partnership located in Montreal, Quebec, from December 2005 to August 2011.
Mr. Lambert holds a Bachelor of Laws degree (LL.B.) from the University of Montreal and a diploma of collegial studies, specializing in administration from the College Jean-de-Brebeuf, Montreal, Quebec. In 1986, Mr. Lambert was admitted to the Quebec Bar Association after having articled with Phillips & Vineberg, Barristers & Solicitors.
Andre St-Michel – President, Chief Executive Officer and Director
Andre St-Michel, a resident of Chihuahua, Mexico, has more than 30 years of experience in the mining business with a focus on mine development, mill operation, administration and finance. Mr. St-Michel has spent the last ten years working in Mexico. Mr. St. Michel was a senior executive of Diabras Exploration where he was Chief Operating Officer and Executive Vice-President between 2003 and 2008. He was responsible for the exploration program and the start-up of the Mexican based Bolivar copper and zinc mine. From initial start-up of the mine in 2005 production reached 450 ton/day in 2006. Mr. St. Michel was responsible for the operations of the company in Mexico including administration, exploration, construction, production and milling.
Prior to joining Diabras in 2003, Mr. St. Michel was the President of ECU Silver Mining Inc. working in the United States, Brazil and Mexico where his responsibilities included exploration, mine development, mill operation, administration and finance.
Mr. St. Michel is a professional engineer who graduated in 1980 from Laval University and holds a master’s degree in Project management from the University of Quebec.
Robert Ayotte – Director
Mr. Ayotte is President of Gestion Somiray Inc., a corporation specialized in the management of mining corporations and administrative services, since 1995. He is also Executive Chairman and a Director of Brionor Resources Inc., a public mining exploration company, since June 2011 (he had been the President and Chief Executive Officer since September 2009). Mr. Ayotte has been involved in the junior mining industry at senior levels for the last thirty five years. He served as a Vice President, Corporate Finance for two Canadian brokerage firms. He is also a Director of Monarques Resources Inc. Mr. Ayotte holds a Bachelor’s degree in Administration from the Universite du Quebec a Trois- Rivieres.
Robert Boisjoli – Director
Mr. Boisjoli is Fellow Chartered Professional Accountant (FCPA, FCA) and Chartered Business Valuator with over 25 years of operational and advisory experience. Mr. Boisjoli is currently the Chief Executive Officer of Global SeaFarms Corporation (GSF:CNSX)since May 2013 and prior to holding that position he was Chief Financial Officer since inception of the company in April 2010. Mr. Boisjoli is a managing director of Atwater Financial Group, a private company that provides a combination of investment banking and consultancy services since April 2010. Prior to Global SeaFarms, he was the founder of two life science companies where he has acted as both Chief Financial Officer and Chief Operating Officer. Also, Mr. Boisjoli is and has been Director and audit committee Chairman for several public companies. He was also an investment banker with various Canadian securities’ firms. Mr. Boisjoli is also a Board Member of various not-for-profit organizations in the community and within the profession.
Ronald Keenan – Director
Since February 2006, Mr. Keenan has held various positions with Newalta Industrial Services Inc., a wholly owned subsidiary of Newalta Income Fund, an industrial waste management and environmental services company listed on the Toronto Stock Exchange. His positions included Executive Director – Strategic Accounts since January 2012, Executive Director – Commercial Development from January 2011 to January 2012; Regional Manager from February 2007 to December 2010; and Sales & Marketing Manager, Eastern Canada from February 2006 to February 2007. Mr. Keenan holds a Bachelor of Sciences degree from the Hautes Etudes Commerciales with a major in accounting. Mr. Keenan is a Director of Section Rouge Media Inc. since October 2011. He is also Chairman of the Audit Committee and a director of Nouveau Monde Mining Enterprises, a junior mining project generator company listed on the TSX Venture under the symbol “NOU”.
Benoit Forget – Chief Financial Officer
Mr. Forget holds a Bachelors degree in Accounting from the Universite of Quebec in Montreal. Mr. Forget has been the Chief Financial Officer of Global SeaFarms Corp. since May 2013. Mr. Forget is also currently the Controller of Adventure Gold Inc., a mining exploration company listed on the TSX Venture. He is a past Controller for several public companies such as Aurvista Gold Corporation from November 2010 to May 2012, Normabec Resources Ltd. from 2005 to 2009, Brionor Resources Inc. from 2009 to April 2011 and Mistral Pharma Inc. from 2006 to February 2009.
Freyja is a mining exploration company listed on the TSX Venture under the symbol “FRA”.
Cyprium is a private mineral exploration company which targets the acquisition and generation of mining projects located solely in Northern Mexico that have a high-potential for profitable precious and base metal open pit production. Cyprium is committed to maximizing shareholder value by strategically ensuring efficient and profitable production and focusing on a hybrid exploration/production business model. Cyprium prioritizes projects accessible by well-maintained roads and / or railroad systems. Upon completing a conclusive exploration campaign, Cyprium’s focus is to rapidly establish an economical production and maximize the project potential by funding further exploration through cash generated by production, thus limiting shareholder dilution.
Cyprium currently has an option to acquire a prospective mining property in Mexico and has entered into a letter of intent to acquire controlling interest in Coyame Copper. Upon exercise of the option and the acquisition of Coyame Copper, Cyprium will have interests in properties containing various strategic commodities which focus on the generation of high quality mining projects in Mexico.
Neither TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
The securities of Freyja being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Freyja nor Cyprium will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Freyja.
President and Chief Executive Officer of Freyja
Chairman of Cyprium