08 August 2003 14:24
Torode Realty Ltd. to Acquire CMQ Resources
CALGARY, Aug. 8 /CNW/ - Torode Realty Limited. ("TRL") has entered into an agreement to acquire all of the
shares of CMQ Resources Inc. ("CMQ") in exchange for the issuance of 20,833,334 common shares of TRL, subject
to regulatory and shareholder approval. TRL is a Tier 2 TSX Venture Exchange (the "Exchange") listed Canadian
company. CMQ is a mining exploration Company that holds a 90% equity interest in the Montezuma and Vasquir properties in
Eureka County, Nevada and a 62.5% equity interest in the Kuusamo property, Finland. The Montezuma / Vasquir properties
cover 17,200 acres along the eastern side of the Crescent Valley. Placer Dome Inc. ("Placer") recently
discovered, 5.5 million ounce Cortez Hills gold deposit, located to the southwest of the Montezuma / Vasquir properties,
provides evidence of the opportunity to discovery district-size Carlin-type systems in this newly recognized geological
setting. CMQ has also signed a joint venture agreement with a subsidiary of Placer whereby Placer can earn a 51%
interest in the 300 square kilometre Kuusamo nickel-copper- platinum group mineral property by spending US$4 million on
exploration over a three-year period, with an option to increase its interest to 80% on commercial development, subject
to certain conditions. Placer has commenced an exploration program on this property. The shareholders of CMQ are Matco
Capital Ltd., an Alberta incorporated company controlled by Matco Investments Ltd. of Calgary Alberta, and Champco
Capital Corp., an Ontario incorporated company controlled by Paul Champagne of Toronto, Ontario. TRL operations were
divided into two divisions: real estate investment properties and the brokerage business. The brokerage business focused
on leasing, build to suit and investment sales. On September 10, 2001, TRL received shareholder approval for the sale of
its brokerage business, the sale of its two real estate investments and other assets, the distribution of proceeds to
the shareholders and the ultimate winding up of TRL. TRL has now sold or wound up the balance of its brokerage
operations and has agreed to sell its remaining real estate investments. John Torode commented, "We have been
presented with an opportunity for TRL to engage in a new business as an alternative to the liquidation of the company.
With CMQ's recent signing of a joint venture agreement on its Finnish property and the acceleration of exploration
activity surrounding the recently announced Cortez Hills discovery by Placer Dome Inc., we believe that this proposed
transaction offers an excellent opportunity for TRL shareholders." Paul Champagne, President of CMQ, stated,
"Our exploration philosophy is to focus on acquiring regional-scale land positions in localities that combine low
political risk with well-developed mining infrastructure. Once exploration activities confirm our geological model,
attempts are made to enter into joint venture agreements. The finalization of our US$4 million Finnish joint venture
with Placer Dome has validated our exploration approach. The increased exploration activity and recent discovery at
Cortez Hills in the Crescent Valley, Nevada, is having a positive impact on our Montezuma property, where a significant
exploration program is planned to commence in the second half of 2003. The transaction with TRL will allow CMQ to
continue to progress its large land positions in Nevada and Finland and focus on acquiring additional exploration
assets." The transaction is subject to the rules of the Exchange governing reverse take-overs. As part of this
transaction, TRL intends to apply for Tier 1 trading status with the Exchange. Following completion of the transaction,
which is subject to the approval of the Exchange and the shareholders of TRL, the new company will carry on business as
a mining exploration company. As a term of this transaction, John Torode, CEO of TRL, has agreed to the sale of
1,267,000 common shares of TRL at a price of $0.36 per share and to surrender for cancellation 5,000,000 common shares
of TRL. CMQ RESOURCES INC. ASSETS Montezuma Property - Eureka County, Nevada, USA CMQ holds a 90% equity interest in the
Montezuma property. The property consists of 342 unpatented mining claims and 22 mineral leases totalling approximately
7,960 acres of land covering major portions of the central part of Crescent Valley, Eureka County, Nevada. Considerable
work has been completed on the project by Montezuma Mines Inc. on behalf of CMQ, including geologic mapping, soil and
rock geochemistry, magnetic and gravity geophysical surveys, and drilling of two rotary drillholes. The exploration
potential of the project is based on a geologic model developed from a reconstruction of the regional tectonic events of
the Crescent Valley area as it evolved over the past 39 to 41 million years. The regional geology and the data obtained
from the Montezuma property are generally supportive of a geologic model that suggests the Pipeline-Cortez district of
deposits rests on a detachment fault that was displaced westward from the vicinity of the Montezuma property. The
geologic characteristics of the Pipeline-Cortez district are consistent with the system being rootless in their present
location, below low angle structures. To date, exploration has confirmed the presence of a 160 million year old
Jurassic-aged intrusion underlying the property with coincident Carlin-type geochemical soil anomalies which may be
indicative of Carlin-type ore bodies bounding the margins of the intrusive body. Watts, Griffis & McOuat Limited
("WGM") has recently completed a National Instrument 43-101 ("NI 43-101") technical report on the
Montezuma property prepared by David Shaddrick, Senior Associate Geologist and Principal "Qualified Person"
for purposes of this report, Eur. Geol. Mary-Claire Ward, P.Geo.(Ont.), P.Geo.(Irl.), Chairman. From its review of the
Montezuma property, WGM has concluded that: - Exploration to date has generated geological data and geochemical and
geophysical anomalies that support the model used by CMQ and have identified valid exploration targets; - It is possible
that, marginal to the intrusion, the Roberts Mountains Thrust and a full section of lower plate stratigraphy is present
which may have potential to host Carlin-type deposits; - Exploration targets need to be defined based on favourable
structural and lithologic settings in the bedrock at depth below the surface geochemical anomalies; - The HT and TH
faults on the property are components of a long-lived structural system predating the Miocene and are attractive
exploration targets; - Intersections of these faults with two NNE structures proximal to the intrusion are also viable
exploration targets; - The scale of the geochemically anomalous area appears to be much greater than that expected of an
individual deposit; - The anomalous element association is typical of Carlin systems; and - The exploration program and
budget proposed by CMQ are appropriate to test these targets. WGM believes that this model can be adequately tested with
an exploration program consisting of a preliminary seismic program, a CSAMT (controlled- source audio magneto-telluric)
geophysical survey, followed by a 30,000-foot drill program consisting of approximately 14 holes with mud rotary
precollars, followed by core drilling through bedrock. The first phase of the program will cost US$1.5 million. If
warranted, a second phase of drilling would be required to further refine the mineral system and the potential for
economic deposits. WGM's NI 43-101 technical report on the Montezuma property will be filed on the System for
Electronic Document Analysis and Retrieval ("SEDAR") upon approval by the Exchange. Recent Crescent Valley
Discovery On June 10, 2003, Placer Dome Inc. announced an increase in its Cortez Hills discovery to 5.5 Million ounces
from 2.9 Million ounces on April 29, 2003. Cortez Hills is located on the east side of the Crescent Valley, to the
southwest of the Montezuma property and provides further evidence of the opportunity to find previously undiscovered
district-size Carlin-type systems. Placer Dome currently has 6 drills actively delineating further resources on this
orebody. In the six weeks between press releases, the size of the mineralized ore zone has nearly doubled while the
grade of the deposit has increased. Vasquir Property - Eureka County, Nevada, USA The Vasquir property lies directly
north and adjacent to the Montezuma property in the Crescent Valley, Nevada. The property consists of 462 unpatented
mining claims totalling approximately 9,240 acres of land covering the northeast section of the Crescent Valley, Eureka
County, Nevada. Initial work completed on the project by CMQ included geologic mapping, limited soil and rock
geochemistry, and widely spaced magnetic and gravity geophysical surveys. Exploration at Vasquir is at an early stage.
It is interpreted that the property overlies a second horst feature, which may hold similar characteristics to the
Montezuma intrusive and coincident horst feature. No previous drill holes are known to have tested these targets.
Kuusamo Property - Finland The Kuusamo property, recently optioned to Placer Dome, is located in northern Finland,
between the northern end of the Gulf of Bothnia and the Finnish-Russian border. The property overlies a portion of a 2.4
billion year old layered mafic intrusive complex referred to as the Koillismaa Layered Intrusive Complex
("KLIC"), which is very prospective for large, magmatic nickel-copper deposits enriched in platinum, palladium
and gold ("PGMs"), and potentially layered chromite reef type deposits such as those documented in the Portimo
Complex in northern Finland. The KLIC is approximately 70 kilometres south of the Arctic Circle within the
municipalities of Taivalkoski and Kuusamo, centred approximately at longitude 28 degrees 45'E and latitude 65
degrees 45'N. The operating environment in Finland is generally favourable for exploration and mine development.
The country has a long mining history and a traditional focus on primary resources such as mining, forestry and farming.
CMQ holds seventeen mining claims and a 300 square kilometre mineral reservation in the municipalities of Kuusamo and
Taivalkoski in northern Finland through its 62.5%-owned Finnish subsidiary, Tom Exploration OY ("Tom OY"). WGM
has recently completed a NI 43-101 technical report on the Kuusamo property prepared by Anthony J. Naldrett, Ph.D.,
P.Geo.(Ont.), Senior Associate Geologist, Eur. Geol. Mary-Claire Ward, P.Geo.(Ont.), P.Geo.(Irl.), Chairman, and
Velasquez Spring, P.Eng., Senior Geologist. The following is a summary of the significant findings of WGM contained in
its report on the Kuusamo property. At the beginning of the Proterozoic (2.4 Ga), rifting affected a large area of
northern Finland and NW Russia (Kola Peninsula). Expressions of this rifting include the Pechenga-Imandra-Varzuga rift
in the Kola Peninsula, the Central Lapland Greenstone, the Peraepohja schist belt and the Kuusamo schist belt.
Mafic/ultramafic intrusions accompanied this rifting. The intrusions include the Monchegorsk, Panske and Tundra
intrusions associated with the Imandra-Varzuga rift on the Kola Peninsula, the Kemi, Penikat and Portimo-area intrusions
associated with the Peraepohja belt in the south-western part of northern Finland, and the KLIC and Oulanka intrusions
in the Kuusamo schist belt in the south-eastern part of northern Finland and adjacent parts of Russia. The part of the
KLIC to be explored (the "Connecting Intrusion") is largely unexposed and its existence is inferred from
nearly coincident gravity and magnetic anomalies. The Geological Survey of Finland's ("GTK")
interpretation of their gravity data indicated that the anomalies comprise a large mass of high density
(mafic/ultramafic) rock, 35 kilometres in length and 4 kilometres in width at a depth of 800 metres to several
kilometres. The geophysical expression of the Connecting Intrusion is not consistent with it being a feeder dyke to the
exposed parts of the KLIC. It may well represent a staging chamber, within which magma pooled en route to surface, but
interpretation of the geophysical data provides strong support for the concept that it is, in itself, a layered
intrusion and has the potential to host the whole range of platinum group element deposits that are known to occur
within mafic/ultramafic intrusions. It has not been intersected by drilling to date. One geological feature exposed
intermittently along much of the northern boundary of the gravity/magnetic anomaly is a zone of previously unidentified
breccia comprising fragments of Kuusamo Granite Gneiss ranging in size from a few centimetres to more than one metre in
dimension set within an igneous matrix that has been variously described as quartz porphyry to norite. The breccia
appears to define a structure that has controlled the northern margin of the KLIC and may have formed from parental KLIC
magma that was intruded into the surrounding rock. Numerous linear magnetic anomalies within the area both north and
south of the KLIC correspond with exposed diabase dykes. In general, these dykes have a characteristic high TiO2
(greater than 1.5 wt%) composition. During a field program in October 2002, samples collected from a splay dyke on the
northern side of the KLIC contained 0.5% by weight sulphides. A precise calculation based on assays of the sample
indicate that the sulphide only portion averaged 5.8% copper, 4.9% nickel and 1.9 grams per tonne of of palladium,
indicating the potential of the KLIC if significant zones of massive sulphide are present. WGM's NI 43-101
technical report on the Kuusamo Property will be filed on SEDAR upon approval by the Exchange. Joint Venture with Placer
Dome Inc. to Explore the Kuusamo Property - March 14, 2003 On March 14, 2003, Tom OY signed an Option and Joint Venture
Agreement with a subsidiary of Placer Dome to explore the Kuusamo property for nickel, copper and platinum group
minerals. Placer Dome can earn a 51% interest in the property by spending US$4 million on exploration over a three-year
period, with an option to increase its interest to 80% by funding all future development expenditures until the project
generates positive cash flow, making option payments of US$250,000 and advance royalties payments of US$2 million, and
granting Tom OY a 1% net smelter royalty on all production. If Placer Dome increases its interest in the property to
80%, then Tom OY retains the option to convert its remaining 20% interest into an additional 2% net smelter royalty. The
current 2003 work plan calls for Placer Dome to complete a gravity survey, to be followed by a program of basal-till and
diamond core drilling across an interpreted shallower area of the KLIC. Grant of New Mineral Reservation - May 23, 2003
At the request of Placer Dome, Tom OY applied for, and on May 23, 2003, the Ministry of Trade and Industry of Finland
granted to Tom OY, a new mineral reservation, of approximately 300 square kilometres in size, over the majority of the
Connecting Intrusion. A mineral reservation grants Tom OY the exclusive right to explore and to stake exploration claims
within this area for a period of 12 months from issuance at a considerable cost saving to filing exploration claims over
the entire target area. Exploration claims have been filed in specific high priority areas and in areas in which
exploration activities will be undertaken within the current joint venture exploration program. TERMS OF THE PROPOSED
TRANSACTION At March 31, 2003, TRL had the following attributes (after giving effect to the surrender for cancellation
of 5,000,000 common shares of TRL by John Torode): << TRL Facts (unaudited) TRL common shares outstanding
9,140,166 Assets $3,410,000 Liabilities $ 256,000 ---------- Shareholders' equity $3,154,000 ---------- ----------
Net value per share $3,154,000 (equal sign) $0.345/share ---------- 9,140,166 At the date hereof, CMQ has the following
attributes: CMQ Facts (unaudited) CMQ common shares outstanding 7,500,000 Ascribed value of mining assets $10,000,000 7%
debenture with warrants (at) 120% of share price $ 2,500,000 ----------- Ascribed net asset value $ 7,500,000
----------- ----------- Ascribed value per share $ 7,500,000 (equal sign) $1.00/share ----------- 7,500,000 Terms of the
transaction call for TRL to acquire all of the common shares of CMQ by issuing 20,833,334 common shares of TRL at a
price of $0.36 per share. TRL will also issue 6,250,000 common share purchase warrants to the warrantholders of CMQ in
exchange for their warrants of CMQ. The warrants will have an exercise price of $0.40 per share and will expire on July
2, 2006. All currently outstanding management contracts existing in TRL are to be relinquished. Shareholders of TRL will
also be asked in due course to approve a change of name to CMQ Resources Inc. It is a condition of the agreement that
concurrent with the transaction, TRL issue common shares to purchasers identified by CMQ by way of private placement at
a minimum price of $0.36 per share to raise not less than $1.5 million. If 4,166,667 shares are issued at the minimum
price, the shareholders of new CMQ Resources Inc. will initially be as follows: Former TRL shareholders 9,140,166 26.8%
Champco Capital Corp. 7,291,667 21.3% Matco Capital Ltd. 13,541,667 39.7% Private placement purchasers 4,166,667 12.2%
---------- 34,140,167 100.0% >> Completion of this transaction is subject to a number of conditions, including but
not limited to, Exchange acceptance and shareholder approval. The transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at
all. Investors are cautioned that, expect as disclosed in the management information circular or filing statement to be
prepared in connection with the transaction, any information released or received with respect to the transaction may
not be accurate or complete and should not be relied upon. Trading in the securities of TRL should be considered highly
speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release. FORWARD-LOOKING STATEMENTS Some statements herein are
forward-looking statements. These statements address future events and conditions and, as such, involve inherent risks
and uncertainties. Actual results could be significantly different from those anticipated in the forward-looking
statements, and therefore readers should not place undue reliance on the forward-looking statements.
VIEW ADDITIONAL COMPANY-SPECIFIC INFORMATION: http://www.newswire.ca/cgi-bin/inquiry.cgi?OKEY=32472 /For further
information: John Torode, President, Torode Realty Limited, Phone: (403) 290-0178, Fax: (403) 262-1314, E-mail:
jtorode(at)toroderealty.com, Paul Champagne, President, CMQ Resources Inc., Phone: (416) 616-6222, Fax: (416) 483-6619,
E-mail: pchampagne8965(at)rogers.com/ (TR.)
[CAIW [Corporate Announcements Intelligence Wire]] |
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