Cariboo Rose Resources and Fjordland Exploration Shareholders Approve Spin-out of Consolidated Woodjam Copper Corp.
Vancouver, BC, October 5 2011 - Cariboo Rose Resources Ltd. (“Cariboo Rose”) (TSX-V:
) and Fjordland Exploration Inc. (“Fjordland”) (TSX-V:
), 40%-60% partners in the Woodjam Joint Venture (“WJV”), report that at special meetings of both companies held on Friday, September 30, 2011 shareholders approved the spin-out of the Woodjam project.
The purpose of the spin-out transaction is to preserve the interests of Cariboo Rose and Fjordland shareholders in the Woodjam properties by transferring them to a stand-alone corporate entity focused on the exploration and development of the properties. Pursuant to a statutory plan of arrangement, the interests of Cariboo Rose and Fjordland are to be transferred into a newly incorporated company to be called Consolidated Woodjam Copper Corp. (“WCC”) which then will hold a 100% interest in the Woodjam project. The Woodjam project is subject to an earn-in option by Gold Fields. This transaction will also facilitate the advancement and recognition of the other mineral exploration projects held by Cariboo Rose and projects held by Fjordland.
Cariboo Rose will receive and distribute 20,000,000 common shares of WCC to shareholders who will receive approximately 0.7 of a WCC share for every share of Cariboo Rose they own. Fjordland Exploration will receive and distribute 30,000,000 common shares of WCC to shareholders who will receive approximately 0.4 of a WCC share for every share of Fjordland they hold. WCC will receive $150,000 of funding from Fjordland $100,000 of funding from Cariboo Rose.
The shares of Consolidated Woodjam Copper Corp. are proposed to be listed for trading on the TSX Venture Exchange under the trading symbol WCC. Applications have been submitted to the TSX Venture Exchange for the listing of the common shares of WCC sometime following the completion of the plan of arrangement. Listing of the common shares is subject to approval by the TSX Venture Exchange.
Cariboo Rose and Fjordland will provide further guidance on the anticipated effective date of the plan of arrangement and the listing of the common shares of Consolidated Woodjam Copper Corp. on the TSX Venture Exchange. Shareholders of Cariboo Rose and Fjordland, who are on record by the anticipated effective date in mid-October 2011, will get shares of WCC.
Please refer to the Cariboo Rose and Fjordland news releases dated June 29, 2011 or the Cariboo Rose information circular dated August 26, 2011 and the Fjordland information circular dated September 1, 2011 for more detailed information, available on SEDAR at www.sedar.com.
Gold Fields Horsefly Exploration Corporation (“Gold Fields”), an exploration company owned and controlled by Gold Fields Limited (NYSE: GFI), is currently earning a 51% interest in the Woodjam North property by completing exploration expenditures totaling C$7,000,000 during the option period (36 months), and a 51% interest in the Woodjam South property by completing exploration expenditures totaling US$7,000,000 during the option period (42 months). Gold Fields is expected to vest initial 51% interest in Woodjam North property in Q1, 2012, followed by 51% interest in Woodjam South later in 2012.The budget estimates for the Woodjam North and South properties during 2011 are $1.0 million and $5.0 million, respectively, with three drills currently operating.
Gold Fields may earn an additional 19% interest (for a total of 70%) by completing additional exploration expenditures of C$12,000,000 during the option period (48 months) for Woodjam North, and at least US$8,000,000 during the option period (48 months) for Woodjam South. In addition, under the Woodjam South option agreement, Gold Fields is required to provide the Woodjam Joint Venture with a Feasibility Study to earn its 70% interest.
Bill Morton, P.Geo., who is a qualified person within the context of National Instrument 43-101, has read and takes responsibility for this news release.
J.W. (Bill) Morton, P.Geo.
President and CEO
Cariboo Rose Resources Ltd.
Paul Way, Business Development Manager
Phone: (604) 681-7913, Toll Free: 888-656-6611; email: firstname.lastname@example.org
About Cariboo Rose Resources Limited
Cariboo Rose Resources Ltd. is a mineral exploration company with six gold, copper and molybdenum exploration projects in British Columbia and the Yukon. The Woodjam North and Woodjam South copper-gold-molybdenum properties (totaling 56,150 ha) belong to the Woodjam Joint Venture which consists of Cariboo Rose (40%) and Fjordland Exploration Inc. (60%). Both properties are under option to Gold Fields Horsefly Exploration Corporation. Cariboo Rose and Fjordland have recently announced plans to amalgamate their interest in both Woodjam properties and spin-out the properties to shareholders in the form of a new publicly listed company (See Cariboo Rose news release of June 29, 2011). Other properties include the Canadian Creek copper-gold property located in the White Gold District of the Yukon optioned to Castillian Resources Corp. (TSX-V:
); the Cowtrail gold property optioned to Dajin Resources Corp. (TSX-V:
) located in the Cariboo region adjacent to and north of the company’s Woodjam North property; the Carruthers Pass copper-zinc-silver property in north-central British Columbia optioned to La Quinta Resources Corporation (TSX-V:
); and the Pat gold-copper property in the Cariboo region of south-central British Columbia adjacent to the company’s Woodjam North property. Cariboo Rose trades on the TSX Venture exchange under the symbol “CRB”. For more information please visit the Company’s website at
About Gold Fields Limited
Gold Fields is one of the world’s largest unhedged producers of gold with attributable, annualized production of 3.6 million ounces per annum from eight operating mines in South Africa, Ghana, Australia and Peru. Gold Fields also has an extensive growth pipeline with both greenfield and near mine exploration projects at various stages of development. Gold Fields has total attributable Mineral Reserves of 77 million ounces and Mineral Resources of 225 million ounces. For more information visit the company’s website at
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.