NEWS RELEASE
December 11, 2007
Stock Symbol: TSX:
VUL
Shares issued: 41,169,634
St.
John's - Newfoundland - Vulcan Minerals Inc. ("the Company" TSX-V:
VUL) has been advised by NWest Energy
Inc., a related company, and Trilogy Metals Inc. (Trilogy) that pursuant to
their pending reverse takeover transaction the financing has been amended as
reported by Trilogy as follows:
“Trilogy Metals Inc. is
proceeding with its private placement subscription receipt offering announced
November 9, 2007, on the following amended terms:
Trilogy has engaged GMP
Securities as lead agent to place on a commercially reasonable-efforts basis by
way of private placement, an issue of subscription receipts of Trilogy at a
price of 50 cents per subscription receipt and flow-through subscription
receipts at a price of 55 cents per flow-through subscription receipt. Total
maximum gross proceeds of the subscription receipts and the flow-through
subscription receipts will be $20-million, with a maximum of $15-million issued
pursuant to the sale of flow-through subscription receipts. Completion of the
offering is subject to receipt of applicable regulatory, shareholder and TSX-V
approvals. Each subscription receipt will entitle the holder to receive one
common share of Trilogy and one common share purchase warrant, without further
payment or action on the part of the holder, concurrently with completion of
Trilogy's acquisition of NWest Energy Inc.
Each whole warrant will entitle the holder to purchase one common
share at a price of 75 cents at any time prior to 5 p.m. (Calgary time) on the
date that is 24 months from closing. Each flow-through subscription receipt
will entitle the holder to receive one flow-through common share of Trilogy
without further payment or action on the part of the holder concurrently with
the completion of the acquisition. If Trilogy does not complete the acquisition
and meet other criteria of the offering on or before December 20, 2007, then
the subscription receipts and flow-through subscription receipts shall be
automatically redeemed by Trilogy and the funds will be returned to investors
with accrued interest.
Trilogy's pending acquisition of NWest Energy was announced in Stockwatch
on Oct.ober 29, 2007. NWest is a private corporation based in St. John's, NL,
which is engaged in East Coast frontier oil and gas exploration. NWest's
principal assets are four exploration licences located offshore Western
Newfoundland. The exploration licences were issued by the Canada Newfoundland
and Labrador Offshore Petroleum Board in 2006 and 2007, and cover a combined
area of 1,630,599 acres. The exploration licences are the subject of a report
completed by Sproule Associates Ltd. of Calgary, Alta., under National
Instrument 51-101 on behalf of NWest. Based on existing 2-D seismic shot over
the exploration licences in the 1990s, and NWest's and Sproule's interpretive
analysis of data collected to date, Trilogy and NWest propose to employ the
proceeds of the offering as follows:
3-D seismic program -- $9.4-million (minimum) to $15-million:
- Costs associated with
carrying out seismic data collection and interpretation including seismic
vessel mobilization and demobilization, and approximately 72 days of
acquisition on site off Western Newfoundland;
- Costs associated with the
further evaluation of exploration licences including seismic
interpretation and updating of National Instrument (NI) 51-101-compliant
report;
- Costs associated with
preliminary assessment of prospects and targets for further exploration,
drilling and development of exploration licences;
- Administrative/corporate --
$600,000 (minimum) to $5-million:
- Provide working capital to
finance continuing operations, administration, audit, legal, regulatory
and contingencies;
- Pay costs associated with
financings.
Completion of the acquisition is subject to a number of
conditions, including exchange acceptance and shareholder approval. The
acquisition cannot close until the required shareholder approval is obtained.
There can be no assurance that the offering and acquisition will be completed
as proposed or at all.”
The company proposes to purchase
150,000 Trilogy subscription receipts pursuant to the financing described
above. As well the company may
acquire additional Trilogy shares for investment purposes.
The company reports that its recently
acquired seismic data in the onshore Bay St. George Basin of Western
Newfoundland is currently being processed in preparation for interpretation and
mapping. Upon completion of this
process, petroleum drill targets will be identified and a drilling program will
be designed and permitted for 2008 subject to equipment availability and financing.
The company reports that it has been
advised by Commander Resources Ltd.
(“Commander”) that it will not proceed with its option on certain
mineral claims in the Bay St. George Basin. Commander carried out its first year work commitment and identified
some areas of anomalous uranium and base metal mineralization. Vulcan now owns 100% of the
mineral rights to its Bay St. George claims and will continue to evaluate their
mineral potential through the solicitation of joint venture partners.
The company has also staked 98 mineral
claims adjacent to its existing Tassisuak Lake (TL) nickel property in
Labrador. The TL area has been the
subject of significant recent staking as a result of new nickel prospecting
discoveries. As well, the company
has staked 234 mineral claims in the Kingurutik River near the TL
property. The Kingurutik property
covers favourable geology for nickel-copper mineralization including several
co-incident magnetic-electromagnetic airborne geophysical anomalies, which have
never been drilled.
Vulcan is a diversified junior
exploration company focussed on petroleum exploration in the under-explored
onshore and offshore area of Western Newfoundland and also holds mineral
interests in areas strategic to its operations in Newfoundland and Labrador.
For information please contact Mr. Patrick Laracy, President of
Vulcan Minerals Inc. at
Phone: (709) 754-3186, Fax: (709) 754‑3946 or
Email: info@vulcanminerals.ca,
Website: www.vulcanminerals.ca
The TSX Venture Stock Exchange has not reviewed and does not
accept responsibility for the adequacy or accuracy of this release.