VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 17, 2007) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Georgia Ventures Inc. (the "Company" or "Georgia Ventures") (TSX VENTURE:GVI) (FRANKFURT:G4Y) is pleased to announce that it has completed its previously announced acquisition (the "Transaction") of 100% of the shares of Creston Mining Corporation ("Creston"), a private Ontario corporation that owns, indirectly through its Mexican subsidiary Minera Exploraciones Global S.A. de C.V. ("Global"), 100% of the Creston Molybdenum deposit, located in Sonora, Mexico (the "Property"). Refer to the news release dated March 26, 2007, for details of the Property.
In accordance with the terms of a share purchase agreement dated for reference April 20, 2007, (the "Agreement") among the Company, Creston and the shareholders of Creston (the "Vendors"), the Company has paid the sum of US $20,150,000; issued 15,864,286 common shares; issued 7,932,143 non-transferable share purchase warrants (the "Creston Warrants"); and granted 600,000 stock options (the "Options") to the Vendors. Each Creston Warrant will entitle the holder to purchase one common share at a price of $0.90 per share until May 15, 2012. The common shares and any common shares that may be issued on exercise of the Creston Warrants are subject to a hold period until September 16, 2007. A total of 300,000 of the Options are exercisable at $0.40 until March 26, 2012, and 300,000 Options are exercisable at $1.05 until May 15, 2012. Common shares that may be issued on exercise of the Options will be subject to hold periods until July 28, 2007 and September 16, 2007, respectively. The Vendors have also retained a 3 % net profits interest in the Property. The Company has agreed to pay up to US $1,500,000 as a finder's fee in connection with this Transaction.
The Company also announces that the gross proceeds of $40,012,000 received from the sale of 57,160,000 subscription receipts (the "Subscription Receipts") at a price of Cdn $0.70 per Subscription Receipt (see May 9, 2007 press release) has been released from escrow by Computershare Trust Company of Canada ("Computershare"), acting as subscription receipt agent. Computershare has issued 57,160,000 common shares (the "Shares") of the Company and 28,580,000 transferable share purchase warrants (the "Warrants") upon conversion of the Subscription Receipts. The Warrants have been issued pursuant to a warrant indenture dated May 9, 2007 between the Company and Computershare. Each Warrant will entitle the holder to purchase one common share at a price of $0.90 per share until May 9, 2010.
The Subscription Receipts were sold on a bought deal private placement basis by a syndicate of underwriters led by Canaccord Capital Corporation and including Orion Securities Inc. (the "Underwriters"). The Underwriters were paid a commission equal to 6% of the proceeds received from the sale of the Subscription Receipts and were issued 3,429,600 broker warrants (the "Broker Warrants"). Each Broker Warrant will entitle the holder to purchase one common share at a price of $0.90 per share until May 9, 2010. The Shares, the Warrants and the Broker Warrants are subject to a hold period until September 10, 2007.
The Company will be listed as a Tier 1 Company on the TSX Venture Exchange as a result of this Transaction. Shareholders holding greater than 50% of the outstanding common shares of the Company have signed an Acknowledgement and Consent Form approving the Transaction. Additional information concerning Creston, the Property and the Transaction may be found in: (1) the Company's Filing Statement dated April 30, 2007; and (2) an evaluation report on the Property dated March 10, 2007, both of which are available on SEDAR at www.sedar.com.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered of 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 the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
On behalf of the Board
Jonathan W. George, President
Forward Looking Statements: The above contains forward looking statements that are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause such differences include, but are not limited to: changes in world commodity markets, equity markets, costs and supply of materials relevant to the mining industry, change in government and changes to regulations affecting the mining industry. Although we believe the expectations reflected in our forward looking statements are reasonable, results may vary, and we cannot guarantee future results, levels of activity, performance, or achievements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Georgia Ventures Inc.
Mr. Jonathan George
(604) 694-0005
(604) 684-9365 (FAX)
Website: www.georgiaventures.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this release.
