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Friday, March 14, 2008
Cusac Gold Shareholders and Debentureholders Vote Yes to
Merger with Hawthorne Gold Corp.
Hawthorne Gold Corp. ("Hawthorne") (TSX-V:
HGC; WKN: A0M55U) and Cusac Gold Mines Ltd. ("Cusac") (TSX: CQC;
OTC-BB: CUSIF) announce the approval by
Cusac shareholders and debentureholders of the statutory plan of arrangement
(the "Arrangement") pursuant to which, among other things,
Hawthorne will acquire all of the outstanding common shares (the
"Shareholders") and debentures (the "Debentureholders")
of Cusac as more particularly described in the Cusac Information Circular
dated February 13, 2008, available on www.sedar.com. At a meeting held today,
Cusac Shareholders and Debentureholders voted in favour of the Arrangement by
93% and 100%, respectively.
"Today
is an historic day for Cusac and Hawthorne shareholders; together we are
creating an emerging British Columbia gold producer with near term production
and longer term development," said Richard Barclay, President and CEO of
Hawthorne. "The three British Columbian gold projects provide
geographical synergies and we've built a cohesive technical and management
team that will be focused on creating value for Cusac and Hawthorne
shareholders in the near and long term."
"I could not have hoped for better partners than the Hawthorne team to
move Cusac's vision for the Cassiar Gold Camp forward," said David H.
Brett, President and CEO of Cusac. "The combined company will be well
positioned to leverage its high quality portfolio of gold assets and chart an
aggressive plan for growth."
Under the terms of the Arrangement, shareholders of Cusac will receive one
(1) common share of Hawthorne in exchange for each nineteen (19) Cusac common
shares. In addition, for each two (2) dollars of principal and interest owed
to each Cusac Debentureholder, Hawthorne will issue one (1) Hawthorne common
share. On closing of the Arrangement, Hawthorne will issue approximately 6.15
million common shares to Cusac Shareholders and Debentureholders and Hawthorne
will have approximately 22.5 million common shares issued and outstanding.
Cusac stock options and warrants will be assumed by Hawthorne, using the
effective nineteen (19) to one (1) ratio.
Completion of the Arrangement remains subject to certain conditions set out
in Cusac's Information Circular. Cusac and Hawthorne are diligently working
to complete the Arrangement, which is expected to close within the next few
weeks. Cusac's application to the British Columbia Superior Court of Justice
to obtain the final court order approving the Arrangement is scheduled for
March 25, 2008. There can be no assurance that the Arrangement will be
completed as proposed or at all.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and development
company with key properties located in British Columbia, Canada. Hawthorne is
lead by well-respected mining leaders Richard Barclay and Michael Beley
together with mining veteran Michael Redfearn. Hawthorne's goal is to become
a junior gold producer through planned production at Table Mountain in 2009
and continued resource development at the Frasergold and Taurus deposits.
Pursuant to an option agreement dated October 31, 2006 between Hawthorne and
Eureka Resources Inc. (TSX-V: EUK), Hawthorne can earn a 51% interest in the
Frasergold property by completing sufficient exploration expenditures
totaling $3.5 million (expended), completing a feasibility study by April 30,
2010 and making cash payments totaling $175,000 ($75,000 paid to date) before
October 31, 2009. Hawthorne can earn a further 9% (for a total of 60%) by
arranging financing for 70% of the estimated capital costs for production.
About Cusac Gold Mines Ltd.
Founded in 1966 by respected mining leader Guilford Brett, Cusac is a junior
gold exploration and past-producing company focused primarily on the Cassiar
Gold Property, a 175 square kilometer package of mineral claims located in
north central British Columbia, Canada. The Cassiar Gold Property hosts a
number of gold assets, including the Taurus Deposit, the fully permitted
Table Mountain Gold Mine, and the Taurus II early stage exploration area
For More Information
For more information on Hawthorne, contact Robert Ferguson at (604) 629-1505
or toll free at 1-888-629-1505 or Todd Hanas toll free at 1-866-869-8072, or
you can visit the Company's website at www.hawthornegold.com.
For more information on Cusac, contact Ravinder Mlait at (604) 682-2421 or
toll free at 1-800-670-6570, or you can visit Cusac's website at www.cusac.com.
HAWTHORNE GOLD CORP.
"Richard J. Barclay"
President & CEO
CUSAC GOLD MINES LTD.
"David Brett"
President & CEO
Certain information regarding the companies including management's assessment
of future plans and operations, may constitute forward-looking statements
under applicable securities laws and necessarily involve risks associated
with mining exploration and development, volatility of prices, currency
fluctuations, imprecision of resource estimates, environmental and permitting
risks, closing of the Arrangement, access to labour and services, competition
from other companies and ability to access sufficient capital. As a
consequence, actual results may differ materially from those anticipated in
the forward-looking statements. The TSX and TSX Venture Exchange do not
accept responsibility for the adequacy or accuracy of this release.
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