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VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 16, 2009) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Candente Resource Corp. (TSX:DNT)(BVLAC:DNT)(WKN:GW4)
("the Company") is very pleased to announce that it has set
July 10, 2009 as the date for an Annual General and Special Meeting of
its shareholders ("AGM") to vote in respect of, among other
things, the proposed Plan of Arrangement ("the Arrangement")
to create Candente Gold Corp. ("Candente Gold") (see News Release #259 of May
8, 2009) and a financing (the "Financing") in Candente Gold. Under the Arrangement, the Company's
shareholders are to be issued one (1) Candente
Gold Share for every five (5) Company Shares held such that they would
hold shares in both the Company and Candente
Gold, with the Company's shares listed on the Toronto Stock Exchange
("TSX") and the Lima Stock Exchange ("BVL") and Candente Gold's shares listed on either the TSX or
the TSX Venture Exchange ("TSXV") and the BVL.
The Company is also pleased to announce that Candente
Gold has engaged BMO Capital Markets to act as agent for a private
placement offering of common shares of Candente
Gold (the "Financing"). Credibolsa
SAB S.A. of Peru
has been engaged to act as the agent for a portion of the Financing
directed to Peruvian investors. The Financing will be carried out on a
best efforts basis and is expected to close in escrow prior to the AGM.
Providing certain conditions are met, the proceeds from the Financing
and the shares of Candente Gold issued under
the Financing will be released from escrow concurrently with the
closing of the Arrangement. The size and pricing of the private
placement will be determined in the context of the markets. The net
proceeds of the Financing will be used to fund exploration and
development activities on Candente Gold's
precious metals properties in Mexico
and Peru
and for general corporate purposes.
The following is the anticipated schedule of events to complete the
Arrangement, assuming all necessary approvals are received as expected,
however exact dates are subject to change:
1) the Closing Date of the Arrangement and the date of release from
escrow of the proceeds from the Financing is expected to be on or about
July 17, 2009;
2) the Ex-Distribution Date will be the first day of trading (at market
open) for both Candente Gold Corp. and the
Company (to be renamed Candente Copper Corp.)
which will be 5 trading days after the Closing Date;
3) the trading day before the Ex-Distribution Date will be the last day
shareholders can buy Company shares with the right to receive Candente Gold shares;
4) the Record and Distribution Date is the date on which the Company is
to distribute to its shareholders of record as of the same day, one (1)
Candente Gold Share for every five (5)
Company Shares. This is expected to be 7 trading days after the Closing
Date.
Board and Management
Following completion of the Arrangement, the Company intends to change
its name to Candente Copper Corp. Sean
Waller, P.Eng., currently VP Development of
the Company, who has an extensive background in project engineering and
development, will be appointed Director and President of Candente Copper. Joanne Freeze, P.Geo.
will continue to act as Director and CEO of Candente Copper and be appointed Director,
President and CEO of Candente Gold in order
to provide strategic exploration and business management direction to
both companies. The board of directors of each of the companies will be
comprised of senior mining industry executives with a track record in
the discovery and development of copper, gold and silver deposits. The Candente Gold board will include Steven Dean, FCA,
AUSIMM, CIM, Larry Kornze, P.Eng.,
Dr. Peter Megaw, C.P.G. and Andrew Smith, P.Geo. The Candente
Copper board will include Dr. Klaus Zeitler, Dr.Rer.Pol.Techn., Andres Milla, M.A.Ec, and Michael Casselman,
P.Geo. Ing. Fredy Huanqui will act as
an advisor to both companies on their Technical Advisory Committees.
Transaction Rationale
Management and the Board of Directors believe that the Arrangement will
deliver greater value to shareholders by allowing management of each
resulting company to focus on maximizing the value of their unique
assets. The Arrangement will allow the Company to continue to dedicate
its resources to copper exploration and development, and specifically
to the Canariaco Project, while Candente Gold will focus on gold and silver
properties which were recently not the Company's primary business
focus.
Company shareholders will retain their Company shares and receive Candente Gold shares, and the Company will retain
approximately 10% of the issued and outstanding shares in Candente Gold Corp. This will provide Company
shareholders with continued exposure to each company's potential upside,
additional growth opportunities and anticipated higher capital markets
valuations for the two distinct asset bases.
The terms of the Arrangement have been approved by a Special Committee
of independent directors of the Company formed to review and assess the
Arrangement. In addition, the Board of Directors and the Special
Committee have received a fairness opinion from Ross Glanville and
Associates Ltd. and Bruce McKnight of Minerals Advisor Services in
respect of the Arrangement.
Additional details regarding the Arrangement are available in the
Information Circular of the Company which was mailed to shareholders in
connection with the AGM and posted under the Company's profile on SEDAR
at www.sedar.com and on the Company's website www.candente.com on June 15, 2009.
About Candente Resource Corp.
Candente's Management Team and Board of
Directors are senior mining industry executives with a track record in
the discovery and development of copper, gold and silver deposits. Candente subscribes to principles, which ensure
that exploration and development activities are consistent with best
practice and beneficial to the local communities.
This news release may contain forward-looking statements including but
not limited to comments regarding the timing and content of upcoming
work programs, geological interpretations, receipt of property titles,
potential mineral recovery processes, etc. Forward-looking statements
address future events and conditions and therefore involve inherent
risks and uncertainties. Actual results may differ materially from
those currently anticipated in such statements. Candente
relies upon litigation protection for forward-looking statements.
CAUTIONARY NOTE TO U.S. INVESTORS
We advise U.S. investors that this news release uses terms which are
not recognized by the United States Securities and Exchange Commission
("SEC"), including "mineral resources",
"measured resources", "indicated resources" and
"inferred resources". The estimation of measured and
indicated resources involves greater uncertainty as to their existence
and economic feasibility than the estimation of proven and probable
reserves. U.S.
investors are cautioned not to assume that mineral resources in these
categories will be converted to reserves. The estimation of inferred
resources involves far greater uncertainty as to their existence and
economic viability than the estimation of other categories of
resources. U.S.
investors are cautioned not to assume that estimates of inferred
mineral resources exist, are economically mineable, or will be upgraded
into measured or indicated mineral resources. U.S.
investors are cautioned not to assume that mineral resources in any of
these categories will be converted into reserves.
NR 261
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