Effective Date of Plan of Arrangement
Vancouver, BC, November 16 2011 – Cariboo Rose Resources Ltd. (“Cariboo Rose”) (TSX-V: CRB) and Fjordland Exploration Inc. (“Fjordland”) (TSX-V: FEX), 40%-60% partners in the Woodjam Joint Venture (“WJV”), are pleased to announce that further to the previously announced spin out of the Woodjam project, the TSX Venture Exchange (the “Exchange”) has given its final approval to list the common shares of Consolidated Woodjam Copper Corp. (“WCC”) on the Exchange. Shareholder and final court approval for the plan of arrangement were obtained on September 30, 2011 and October 6, 2011, respectively. Refer to the Cariboo Rose Information Circular dated August 26, 2011, for additional information concerning the plan of arrangement. Refer to the Fjordland Information Circular dated September 1, 2011, for additional information concerning the plan of arrangement.
The purpose of the spin-out transaction is to preserve the interests of the shareholders of Cariboo Rose and the shareholders of Fjordland Exploration Inc. (“Fjordland”) in the Woodjam properties by transferring them to WCC, a stand-alone corporate entity focused on the exploration and development of the properties. Pursuant to statutory plans of arrangement between Cariboo Rose and WCC and between Fjordland and WCC, the interests of Cariboo Rose and Fjordland are to be transferred to 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.
The effective date for the plan of arrangement has been set as November 25, 2011 (the “Effective Date”), which has also been determined as the record date for shareholders of Cariboo Rose to participate in the plan of arrangement. Shareholders of record on the Effective Date, will receive approximately 0.70 shares of WCC for every one share of Cariboo Rose that they own while retaining their Cariboo Rose shares. Fractional shares of WCC will not be issued and any fractional WCC shares resulting from the plan of arrangement will be cancelled.
The effective date for the plan of arrangement has been set as November 25, 2011 (the “Effective Date”), which has also been determined as the record date for shareholders of Fjordland to participate in the plan of arrangement. Assuming that the number of issued and outstanding shares of Fjordland remains unchanged on the Effective Date, shareholders of record on the Effective Date, will receive approximately 0.378 of a share of WCC for every one share of Fjordland that they own while retaining their Fjordland shares. Fractional shares of WCC will not be issued and any fractional WCC shares resulting from the plan of arrangement will be cancelled.
The shares of Cariboo Rose will trade ex-distribution on November 23, 2011, meaning that purchasers of Cariboo Rose shares after November 22, 2011, will not receive WCC shares pursuant to the plan of arrangement.
The shares of Fjordland will trade ex-distribution on November 23, 2011, meaning that purchasers of Fjordland shares after November 22, 2011, will not receive WCC shares pursuant to the plan of arrangement.
There are currently 28,516,577 issued and outstanding shares in the capital of Cariboo Rose, therefore, assuming no additional shares of Cariboo Rose are issued before the Effective Date, a total of approximately 20,000,000 common shares in the capital of WCC shall be issued, on a pro-rata basis, to the Cariboo Rose shareholders.
There are currently 79,186,782 issued and outstanding shares in the capital of Fjordland, therefore, assuming no additional shares of Fjordland are issued before the Effective Date, a total of approximately 30,000,000 common shares in the capital of WCC shall be issued, on a pro-rata basis, to the Fjordland shareholders.
