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Kent Exploration Inc. (TSX VENTURE:KEX
- News; the
"Company" or "Kent") reports that the TSX Venture
Exchange (the "Exchange") has given its final approval to establish
an effective date for the Kent plan of arrangement, which provides for the
creation of a new company, Archean Star Resources
Inc. ("Archean") and contemplates the
listing of the shares of Archean on the Exchange.
Listing of the common shares of Archean will be the
subject of a separate filing with the Exchange. Shareholder and final court
approval for the plan of arrangement were obtained on April 30, 2010 and May
5, 2010, respectively. Refer to the Kent Information Circular dated March 26,
2010, for additional information concerning the plan of arrangement.
Under the plan of arrangement, Kent
retains ownership of its interests in all existing mineral properties except
for Kent's interest in the Gnaweeda property
located in Western Australia which will be owned, indirectly, through Archean Star Resources Australia Pty Ltd.
("ASA"), by Archean.
On or before the effective date of the
plan of arrangement, a private placement financing for gross proceeds of
$724,050 shall be completed by 0877072 B.C. Ltd. ("NewCo").
Under the plan of arrangement, NewCo shall
amalgamate with an existing subsidiary of Kent to form Archean
and the proceeds of the private placement shall be used to fund the current
work program on the Gnaweeda property and for the
general and administrative expenses of Archean for
12 months. Kent has subscribed for $285,000 worth of Newco
subscription receipts.
The effective date for the plan of
arrangement has been set as January 28, 2011, which has also been determined
as the record date for shareholders to participate in the plan of
arrangement. Shareholders of record on January 28, 2011, will subsequently
receive one (1) share of Archean for every four (4)
shares of Kent that they own while retaining their Kent shares. The shares of
Kent will trade ex-distribution on January 26, 2011, meaning that purchasers
of Kent shares after January 25, 2011, will not receive Archean
shares pursuant to the plan of arrangement.
There are currently 60,223,187 issued
and outstanding shares in the capital of Kent, therefore, assuming no
additional shares of Kent are issued before the effective date, a total of
15,055,797 shares in the capital of Archean shall
be issued on a pro-rata basis to the Kent shareholders. Kent shall also
receive 1,000,000 Archean common shares under the
plan of arrangement. In addition, Archean shall
issue a further:
(i) 7,081,413
common shares at a deemed price of $0.15 per share to Kent in settlement of
$1,062,212 of inter-company loans made by Kent to ASA in order to fund
operations in Australia since March 2010;
(ii) 4,827,000 common shares and
warrants to purchase 4,827,000 additional common shares in connection with
the Newco financing. Each warrant shall entitle the
holder to purchase one Archean common share at
$0.25 per share for a period of 12 months; and
(iii) up to
5,273,125 common shares upon the exercise by the holders of 21,092,500
outstanding Kent Warrants on the effective date of the plan of arrangement
(the "Kent Warrants") on the basis that one (1) share of Archean will be issued for every four (4) Kent Warrants
that have been exercised. Kent shall pay Archean
26% of the proceeds to be received by Kent upon the exercise of the Kent
Warrants.
Immediately following the effective date
of the plan of arrangement audited financial statements of Archean shall be prepared in support of its application
for listing of the Archean common shares on the
Exchange, which is expected to be completed in the first quarter of 2011.
Both Archean
and Kent will be exhibiting at Booth 816 at the Vancouver Resource Investment
Conference, Jan. 23-24, 2011 at the Vancouver Conference Center.
The Company has granted 300,000
incentive stock options exercisable at $0.18 for three years to consultants,
officers and directors of the Company.
Kent Exploration Inc is a junior
exploration company that has an Option Agreement to earn 100% of Teck Australia Pty Ltd.'s
interest in Chalice Gold Mines Limited's Gnaweeda
Gold Project in West Australia, subject to a 75% back-in right to Teck, and has acquired the Alexander River, Paparoa and Lyell gold projects in the highly prolific Reefton gold field in New Zealand.
The Company has an option to earn a 100%
interest in the Silver Hills property, a silver/lead/zinc prospect in
south-eastern British Columbia, and has a 100% interest in the Courtney Lake
property, a silver/lead/zinc prospect in north-east Saskatchewan. The Company
has a 100% interest in Coal Prospecting Permits covering approximately 92,000
ha in east-central Saskatchewan, a 100% interest in a mining lease option on
the Flagstaff Mountain property, a gold/silver/zinc/barite prospect in
eastern Washington state, a 100% interest in the mining lease option on the
Ivanhoe Creek property, a Midas-style gold/silver target in Nevada's Carlin
Trend, and 50% of a 100% interest in the Ivanhoe Creek placer claims covering
a bentonite deposit.
This News Release has been prepared on
behalf of the Kent Exploration Inc. Board of Directors, which accepts full
responsibility for its contents.
ON BEHALF OF THE BOARD
Graeme O'Neill, President
Neither the 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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