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VANCOUVER, March 25 /CNW/ -Callinan Mines Limited (TSXV: CAA) (OTCBB: CCNMF) announces that the Board of Directors has set the date for the special meeting (the "Meeting") of Callinan shareholders to consider the spin-out transaction (the "Transaction") previously announced on October 25, 2010. The Board has set June 7, 2011 as the date for the Meeting and April 28, 2011 as the record date for the Meeting. A complete description of the Transaction will be set forth in a management information circular to be sent to Callinan's shareholders in connection with the Meeting.
The Transaction is intended to provide Callinan shareholders with the opportunity to continue to participate in both aspects of Callinan's present holdings. Pursuant to the Transaction, Callinan's exploration assets, including Callinan's interest in the Coles Creek polymetallic project in British Columbia, and the Gossan Hill gold and silver Project in Manitoba, will be transferred to a new corporation ("Newco"). Following the implementation of the Transaction, which will be accomplished through a plan of arrangement, the shareholders will hold shares in two corporations, existing Callinan and Newco. Existing Callinan shareholders will receive the same percentage interest in Newco as they presently hold in Callinan. Callinan will continue to hold a 6⅔% Net Profits Interest royalty and a $0.25 per ton royalty in the 777 Mine at Flin Flon, Manitoba, Canada, which produces copper, gold, zinc and silver and is operated by HudBay Minerals Inc., as well as the War Baby mineral property.
The implementation of the Transaction is subject to, among other things, further Board and shareholder approval of the final structure and terms and the arrangement agreement to be entered into with Newco. The Transaction is also subject to Court approval and other regulatory approvals, including TSX Venture Exchange ("Exchange") acceptance of the Transaction and the continued listing of Callinan common shares on the Exchange and conditional listing approval of Newco shares. No application for listing has been made and there is no assurance that approval will be granted.
On Behalf of the Board of Directors,
Neither 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.
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the Transaction, the expected benefits of the Transaction, the completion of the Transaction and the receipt of shareholder and regulatory approvals for the Transaction. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors and assumptions include, among others, the effects of general economic conditions, the price of gold, silver, copper and other metals, changing foreign exchange rates and actions by government authorities, uncertainties associated with legal proceedings and negotiations and misjudgments in the course of preparing forward-looking information. In addition, there are known and unknown risk factors which could cause Callinan's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Known risk factors include risks associated with the ability obtain any necessary approvals, waivers, consents and other requirements necessary or desirable to permit or facilitate the Transaction, the risk that any conditions of the Transaction may not be satisfied, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters of Callinan with certain other projects; currency fluctuations; competition; dilution; the volatility of Callinan's common share price and volume; tax consequences to U.S. investors; and other risks and uncertainties. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and Callinan undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by law.