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Greencastle Assigns Nechako Property to Deveron Resources Ltd.


Published on 2012-03-20 13:51:25 - Market Wire
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March 20, 2012 16:39 ET

Greencastle Assigns Nechako Property to Deveron Resources Ltd.

TORONTO, ONTARIO--(Marketwire - March 20, 2012) - Greencastle Resources Ltd. (TSX VENTURE:VGN) ("Greencastle," or the "Company,") announces that Greencastle has assigned its rights under an option agreement to earn a 100% interest in the Nechako Property to Deveron Resources Ltd. ("Deveron"). The Nechako Property is located in the Blackwater gold camp approximately 100 kilometres southwest of Vanderhoof, central BC. Under the option agreement Greencastle had an option to acquire a 100% interest in the property, covering approximately 13,000 ha (28 claims), on the Nechako Plateau. The assignment is part of a spin-out transaction by the Company involving Deveron. The Company anticipates that Deveron will file a prospectus in the near future.

Pursuant to the assignment agreement, Greencastle assigned all of its right, title and interest in the underlying option agreement on the Nechako property to Deveron in consideration of Deveron issuing to Greencastle 2,431,090 units of Deveron and Deveron granting to Greencastle a 1% net smelter return royalty on the Nechako Property. Each unit consists of one (1) common share in the capital of Deveron and one (1) common share purchase warrant of Deveron, each warrant entitling the holder thereof to acquire one (1) additional common share of Deveron at a price of $0.30 at any time on or before July 31, 2016.

In connection with the assignment, and in order to be able to make the final option payment under the option agreement, the Company has completed a private placement of 300,000 common shares with Deveron at a price of $0.10 per share for gross proceeds of $30,000. Acquisition of these shares gives Deveron the ability to meet the requirements to fully exercise the option and acquire a 100% interest in the Nechako Property. Completion of the private placement is subject to the approval of the TSX Venture Exchange ("TSXV") and the common shares of the Company issued to Deveron are subject to a four month hold.

The Company owns 7,569,505 common shares of Deveron representing approximately 86% of the issued and outstanding shares of Deveron. James Pirie and Anthony Roodenburg, directors and officers of the Company, are directors, officers and/or shareholders of Deveron. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 based on the fair market value of the transaction not exceeding 25% of the Company's market capitalization and the fact that the common shares of the Company are listed on the TSXV. A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the private placement in a timely manner.

This news release includes certain "forward looking statements" within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking statements: changes in the world wide price of commodities, general market conditions, risks inherent in exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. Additional information regarding the material factors and assumptions that were applied in making these forward looking statements as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of our annual and interim Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at [ www.sedar.com ]. The Company undertakes no obligation to update this forward looking information except as required by applicable law. The Company relies on litigation protection for forward looking statements.

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.



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