Vancouver, BC -- December 19, 2008 -- Golden Predator Mines Inc. (TSX:GP) ("the Company")announces the proposed segregation of its two main business components into separately listed public companies by spin-out of its gold and sliver focused, precious metals portfolio to a new company ("New GoldCo") by means of a plan of arrangement. The objective of the spin-out is to maximize shareholder value by allowing the market to independently value two very different businesses. The spin-out will result in a separate, revenue generating, Nevada focused gold company, in addition to allowing the existing company ("Specialty MetalsCo") to re-focus its efforts as a specialty metals and alloys company working in tungsten, molybdenum, vanadium and uranium. Management is confident that having two separate operating businesses will accelerate the advancement and development of existing projects with a higher degree of certainty, and improved efficiency.
The spinoff of New GoldCo will result in a company that is strategically positioned to exploit its extensive Nevada land holdings, production capacity and royalty stream. New GoldCo will control precious metal assets including the income producing Campbell Royalty Trust, the Taylor silver mine and mill complex, the Adelaide, Lantern and Tuscarora projects, and the Lewis and Platte River Joint Ventures all located in Nevada as well as the High Grade project in northeastern California and Angel's Camp project in Oregon.
The Lyle Campbell Royalty Trust includes claims and royalty positions covering the Pan Property, leased by Midway Gold Corp. The Pan Property has a measured and indicated resource of 18.96mm tons grading 0.019 opt containing 361,400 ounces of gold plus an inferred resource of 8.3mm tons grading 0.017 opt containing 140,600 ounces of gold, using a gold cutoff grade of 0.01 oz/t, as announced by Midway Gold Corp. in a news release dated April 19, 2007 (resource references are based on a September 1, 2007 NI 43-101 report prepared for Gold Standard Royalty Corp., a wholly owned subsidiary of Golden Predator, and posted by Gold Standard at www.sedar.com). The claims and royalty positions cover significant portions of the Bald Mountain property of Barrick Gold Corporation and the Tonkin Springs property leased to US Gold Corporation. In total, there are 23 property interests, in the portfolio comprising over 70,000 acres.
The Taylor project includes a NI 43-101 compliant resource of 16.8mm ounces of silver, (with measured and indicated mineral resources of 6,433,000 tons grading 2.31 oz/t Ag using a 1.2 oz/t Ag cutoff grade as calculated by Hester (2007)) a 1,320 ton per day mill, water rights and approximately 2,700 acres of mining claims. The mill complex consists of primary, secondary and tertiary crushers, eight ball mills, a leaching and counter-current decant thickening circuit, Merrill Crowe equipment, a flotation circuit, a maintenance shop, an assay office, an electrical substation and mine office.
The Adelaide project is located at the projected intersection of the Getchell and Battle Mountain-Eureka gold trends and has been the focus of exploration by several companies over the last 30 years. Golden Predator is nearing completion of a 16,145 ft drill program testing various targets for potential high grade chutes on 1.6 miles of strike length along the mineralized, Adelaide structure. Drill highlights include hole GPA027 which intersected 9.1m of 27.4 gm/t (30 ft of 0.799 oz/t) gold; and 83.0 gm/t silver including: 4.6m of 53.3 gm/t (15 ft of 1.56 oz/t) gold; and 143.0 gm/t silver. Further drill results and related information are available in Golden Predator's press releases dated September 23, 2008 and July 24, 2008.
The company will continue to concentrate on high grade bonanza style mineralization in the mining friendly and gold endowed region centered on Nevada and adjoining states.
The existing Golden Predator will be recast as Specialty MetalsCo and will focus on specialty metals and alloys including tungsten, molybdenum, vanadium and uranium. The company is well positioned with respect to tungsten as a result of the company's Springer Facility which has been the focus of an aggressive rehabilitation and expansion program by Golden Predator over the past two years and is now approximately 85% complete. Once operational, the Springer mill is expected to be able to process an estimated 1,200 tpd of scheelite ore. At the time of closure by General Electric in 1982 due to falling tungsten prices, the Springer mine had a non NI 43-101 compliant historic resource of 3.59 million tons grading 0.446% WO3 reported by the General Electric Company in March 1983 and cited in Golden Predator's previous news release dated April 28, 2007 (see below statement regarding historic resource disclosure).
The company also owns the Spruce Mt. Moly project in Elko Co., NV. Spruce Mt. consists of 1,280 acres adjacent to Mosquito Consolidated Gold Mines Ltd. Spruce Mt. porphyry molybdenum project. Historic drilling in the 1980's on the adjacent property returned the following assay highlights: 170.7 meters (560 feet) grading 0.170% MoS2 in drill hole FDD-3; 105.2 meters (345 feet) grading 0.135% MoS2 in drill hole FRD-2; 210.3 meters (690 feet) grading 0.058% MoS2 in drill hole Ar-7; and 149.4 meters (490 feet) grading 0.103% MoS2 in drill hole Ar-9.
Specialty MetalsCo will also own the Carlin Vanadium Deposit, also known as the Black Kettle project where Union Carbide estimated a non NI 43-101 compliant historic resource of 19,690,000 tons grading 0.83% V2O5 using a 0.4% V2O5 cutoff grade (see below statement regarding historic resource disclosure). In addition the company holds other tungsten assets including the Fostung deposit in Ontario, with an inferred mineral resource of 12.4 million tonnes grading 0.213% WO3 using a 0.125% cut-off (as calculated by Stryhas, 2007), the Hamme Tungsten mine in North Carolina, the Copper King deposit in Pershing County NV, along with other exploration projects principally in Nevada. It is envisioned that Specialty Metals Co. will leave the Springer Facility on care and maintenance thereby reducing costs until an economic recovery occurs at which time it may be re-commissioned.
Pursuant to the spin-out transaction, Golden Predator shareholders on the record date for the spin-out will be entitled to receive one New GoldCo unit for each four common shares of Golden Predator held by them. Each unit will comprise one common share and one unit purchase right. Pricing details of the unit purchase right have not been finalized, however New GoldCo will target aggregate proceeds from the exercise of all unit purchase rights of approximately $10 million. Each unit purchase right will be exercisable for a period of 14 days to acquire a further share and one-half of one share purchase warrant, each share purchase warrant being exerciseable for a period of 12-months with escalating exercise prices quarterly.
On closing of the spin-out, shareholders of Golden Predator will hold the same percentage interest in New GoldCo as they held in Golden Predator as at the applicable record date for the spin-out. Golden Predator will hold an approximate 1.56% of New GoldCo, based on its current holdings of its own shares. On completion of the spin-out and assuming the exercise of all unit purchase rights, New GoldCo will have approximately 33 million shares outstanding, prior to exercise of warrants and options.
In connection with the spin-out, the company is proposing to change its name to Emerging Metals Corp., and New GoldCo is proposing to assume the name of Golden Predator Mines Inc., or such other name(s) as may be approved by regulatory authorities. The name changes will occur concurrently with closing of the spin-out. New GoldCo intends to apply to list its common shares on the TSX Venture Exchange or the Toronto Stock Exchange following completion of the spin-out.
The spin-out is subject to, among other things, Board approval of the final structure and terms of the arrangement agreement, court approval, shareholder approval, and other regulatory approvals.
Golden Predator will hold a special meeting of shareholders to approve the spin-out. Further particulars, including the record and meeting dates, will be announced in due course and a complete description of the spin-out will be set forth in a management information circular to be sent to shareholders of Golden Predator in connection with the special meeting.
Use of Historic Resource Estimates
Information presented here on historical resource estimates and additional
technical content of this news release was reviewed and approved by Art Ettlinger, Ph.D., P. Geo. the CTO of the company and a Qualified Person as defined under National Instrument 43-101. All historical resource estimates quoted herein are based on prior data and reports obtained and prepared by previous operators and certain other information. The historical estimates should not be relied upon. No qualified person (as defined by NI 43-101) has done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Golden Predator does not have the information available, nor has it completed the work necessary to verify the classification of the mineral resource estimates and is not treating the historical estimates as current mineral resources or mineral reserves as defined in sections 1.2 and 1.3 of NI 43-101. Further work will be required to evaluate these resource estimates.
Further information on Golden Predator Mines Inc. is available on the SEDAR web site at www.sedar.com and on the company's web site at www.goldenpredator.com, or contact us as
Golden Predator Mines Inc.
c/o Steve Vanry, President
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this press release.
Certain disclosures in this release, including management's assessment of Golden Predator's plans and projects and intentions with respect to a proposed spin-out, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Golden Predator's and New GoldCo's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements, including risks as to the completion of the plans and projects and the receipts of all necessary approvals and consents for the proposed spinout. Readers are cautioned not to place undue reliance on forward-looking statements. Golden Predator expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Completion of the transaction is subject to a number of conditions, including regulatory approval, shareholder approvals, and approval of the British Columbia Supreme Court. 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 Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the spin-off may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.
This press release does not constitute an offer of securities in the United States. The securities referenced herein, including the shares, share purchase rights and the shares and warrants underlying the share purchase rights, have not been and will not be registered under any federal or state securities law of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The share purchase rights and warrants underlying the share purchase rights may not be exercised in the United States or by U.S. Persons except in very limited cases. Please refer to the Information Circular when available for additional information on these restrictions.