Mr. Brent Johnson reports
MOUNTAIN-WEST ANNOUNCES RECOMMENCEMENT OF TRADING, A DEBT
SETTLEMENT AND FURTHER PRIVATE PLACEMENT AND GIVES GENERAL
CORPORATE UPDATE
Trading in the shares of Mountain-West Resources Inc. was halted on
April 15, 2011, and trading will recommence at the opening of trading on July 5, 2011. This news
release makes related disclosure.
Mina Pascua property option agreement
On April 15, 2011, the company announced its negotiations with Jorge Lopehandia to enter into an
agreement regarding the Mina Pascua property located in northern Chile (Mina Pascua is that portion of
the Pascua Lama property which is situated in Chile. The other portion of Pascua Lama is situated in
Argentina. The Mina Pascua property option agreement does not relate to the portion of Pascua Lama
located in Argentina). Each of Barrick Gold Corp. and Mr. Lopehandia allege to own the Mina
Pascua property, and they allege ownership is the subject of litigation which commenced in Santiago,
Chile, on March 4, 2001, and which is continuing (see the news release of June 6, 2011, for further details of
the litigation, and see page 71 of the Barrick 2003 annual information form, dated May 19, 2004, and filed
on SEDAR, where Barrick admits that legal proceedings were commenced in 2001 and that an ex parte
injunction was issued "barring [Barrick's subsidiary] from selling or encumbering the claims while the
suit is pending before the Chilean courts"). Trading in the shares was halted on April 15, 2011, pending
the issuance of news relating to the pending agreement with Mr. Lopehandia.
On June 6, 2011, the company announced that it has entered into a formal property option agreement with
Mr. Lopehandia. The company filed that Mina Pascua property option agreement with the exchange
and obtained conditional approval. Completion of the transaction is subject to a number of conditions,
including, but not limited to, final exchange approval and shareholder approval. There is a risk that the
transaction will not be accepted by the exchange or that the terms of the transaction may change
substantially prior to acceptance. Should this occur, a trading halt may be imposed. There are many
other risks, some of which are set out at the end of the June 6, 2011, news release.
Due diligence private placement
Also, on April 15, 2011, the company announced a non-brokered due diligence private placement in the
amount of $900,000 the proceeds of which were to finance the due diligence relating for the then-proposed
agreement with Mr. Lopehandia and general corporate expenses. None of the funds from the due
diligence private placement were to be provided to Mr. Lopehandia.
On June 8, 2011, the company announced that the due diligence private placement terms were amended
such that the amount being raised was being increased from $900,000 to $1,001,850 and that the term of
the warrants was being reduced from three years to two years, with the exercise price in the first and
second year remaining the same -- that is, $1 and $1.50, respectively. The company has received
conditional approval from the exchange and is proceeding with that due diligence private placement.
The company hopes to receive final approval from the exchange shortly. The company expects to close
the due diligence private placement immediately thereafter. Further due diligence in Chile relating to
the Mina Pascua property will then proceed.
Debt settlement, proposed further property option financing and working capital
requirements
Also on June 8, 2011, the company announced that if the exchange were to approve the Mina Pascua
property option agreement (there is no guarantee that the exchange will grant such approval), then one
of the exchange conditions would be that the company have adequate working capital. To meet
such working capital requirements, the company will settle debt by issuing securities to its creditors
and conduct a further private placement.
Debt settlement
The company will settle existing debt in the approximate amount of approximately $910,000 by issuing
units to various creditors. Those creditors will include those private
placees under the private placement announced on Oct. 21, 2010, and who wish to receive debt
settlement units rather than the return of their private placement funds. The exchange has advised that it
will not be accepting for filing that private placement. The creditors will also include those persons who
lent funds to the company under the loan arrangement announced on Dec. 31, 2010. The private
placement announced Jan. 12, 2011, will not be proceeding as most of those private placees were the
lenders under the Dec. 31, 2010, loan arrangement, and therefore the Jan. 12, 2011, transaction is
more appropriately classified as a debt settlement rather than a private placement. Each debt settlement
unit will be composed of one share and one share purchase warrant with each warrant exercisable to
purchase a further share at the price of $1 in the first year and $1.50 in the second year. All securities
would be subject to a four-month hold period. The company intends to issue a further news release
within the next few days to set the price of the pending debt settlement. The debt settlement is subject
to exchange approval.
Further private placement
As stated above, the company will need to conduct a further private placement if it is to meet exchange
capital requirements. The exact amount of the further private placement has not been determined but
would be in an amount to provide at least: (a) payment under the Mina Pascua property option agreement
(approximately $2.1-million) and (b) working capital for at least six months. The company expects that
private placement would close at the time of the initial payment under the Mina Pascua property option
agreement. The terms of that further private placement will be set at the time of the announcement of
that further private placement. There is no guarantee that the company will be able to raise the required
funds under that further private placement. That further private placement would be subject to exchange
approval.
We seek Safe Harbor.
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