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| September 02, 2010 --- Vol. 04, No. 35 | September 2010
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Nunavut
IRON – Advanced Explorations Inc. Aug. 31 reported that XinXing Pipes Group Co., Ltd. completed its initial review and site visit of the Roche Bay Magnetite Project in Nunavut and based on their positive assessment committed to finalizing negotiations to a formal agreement by Oct. 15. Subsequent discussions with Chinese state-owned mining and manufacturing conglomerate led to a number of changes in the original memorandum of understanding into which the two companies entered July 19 for the Chinese company to acquire 19 percent of Advanced Explorations’ outstanding shares for C25 cents per share, or roughly C$4.28 million. The junior’s shares closed on the TSX Venture exchange at C21 cents Sept. 1. In order to facilitate the implementation of a strategic investment and alignment with other potential complimentary investors, Advanced Explorations said the two companies agreed to allow one of XinXing’s affiliates to undertake the investment in Advanced Explorations and list conditions for the inclusions of potential third parties interested in developing other sites/projects together with Advanced Explorations in the Melville Area. XinXing and Advanced Explorations will jointly assess the possible synergies to their plans in respect to any proposed opportunity. The basis of the Agreement is a process by which XinXing can acquire a substantial direct or indirect interest in the project in exchange for technical and financial support to ensure Advanced Explorations’ development of the project. The contemplated agreement is subject to TSX Venture Exchange, and other regulatory approvals, which may also include shareholder approval. Advanced Explorations President and CEO John Gingerich said XinXing’s involvement will bring the financial strength and technical expertise required to move the Roche Bay iron ore project towards production. “With the changes to the agreement, we have introduced the possibility for more dynamic development scenarios allowing other interested companies to work with (us) on the region’s development opportunities. There is now a mechanism that provides additional investment opportunities without affecting XinXing’s desires to be Advanced Explorations’ exclusive primary partner in the Roche Bay development and becoming its largest shareholder,” Gingerich said. He added that working with XinXing will help Advanced Explorations realize cost savings such as modular construction (off-site construction, on-site assembly) of the mine’s operational facilities. XinXing has requested the junior to initiate the necessary permitting approvals and negotiations that would allow the project to fully leverage the modular design strategy.
FINANCE – Shear Minerals Ltd. Aug. 27 said it closed a marketed private placement equity offering and the completed the purchase of the Jericho diamond mine and related assets in Nunavut. Under the offering, 139,451,000 conventional units, each consisting of one common share and one common share purchase warrant, and 62,300,350 flow-through units, each consisting of one flow-through common share and one-half of one common share purchase warrant were issued. Gross proceeds of the offering totaled C$13,113,838, reflecting a price of C6.5 cents each for the conventional units and flow-through units. Each conventional unit warrant entitles its holder to acquire one additional common share at a price of C7.5 cents for a period of 48 months following the date of issuance. Each flow-through unit warrant entitles the holder thereof to acquire one additional common share at a price of C8 cents for a period of 24 months following the date of issuance. Concurrently with the completion of the offering, Shear Minerals finalized its previously announced acquisition of the Jericho diamond mine and related assets in Nunavut. As consideration for the Jericho acquisition, Shear Minerals issued an aggregate of 80 million common shares, made a payment of C$1.5 million and issued a promissory note for C$500,000 payable on the first anniversary of the date of closing of the Jericho acquisition. As previously announced, as a result of the significant increase in its issued and outstanding share capital, which has resulted from the completion of the Jericho acquisition and the offering, it is intended that at the next annual meeting of its shareholders Shear Minerals will propose a consolidation of its then issued and outstanding common shares. While the specific consolidation ratio to be proposed will be determined in due course, the ratio is not expected to exceed 10:1. The meeting is expected to be held on or about Nov. 29, and with the record date in respect of the meeting expected to be on or about Oct. 25.
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