04:08:17 EDT Sun 05 May 2024
Enter Symbol
or Name
USA
CA



Mountain-West Resources Inc
Symbol MWR
Shares Issued 48,614,341
Close 2011-04-15 C$ 0.75
Market Cap C$ 36,460,756
Recent Sedar Documents

ORIGINAL: Mountain-West to resume trading July 5

2011-07-04 20:27 ET - News Release

Received by email:

File: 2011-07-04 Press Release-Final.pdf

                                                                                                          


                              MOUNTAIN-WEST RESOURCES INC.
                                  Suite 1500, PO Box 10127
                                   701 West Georgia Street
                                   Vancouver, BC V7Y 1C6

                                          NEWS RELEASE
July 4, 2011

      MOUNTAIN-WEST ANNOUNCES RECOMMENCEMENT OF TRADING, A DEBT
      SETTLEMENT AND FURTHER PRIVATE PLACEMENT AND GIVES GENERAL
                          CORPORATE UPDATE



   A. Recommencement of Trading

Trading in the shares of Mountain-West Resources Inc. (TSX-V-MWR) (the Company") was halted on
April 15, 2011 and the trading will recommence at the opening of trading on July 5, 2011. This news
release makes related disclosure.

   B. 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 situate in Chile. The other portion of Pascua Lama is situate in
Argentina. The Mina Pascua Property Option Agreement does not relate to the portion of Pascua Lama
located in Argentina). Each of Barrick Gold Corporation and Jorge Lopehandia allege to own the Mina
Pascua Property and that alleged ownership is the subject of litigation which commenced in Santiago,
Chile on March 4, 2001 and which is ongoing (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
in 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 Jorge Lopehandia.

On June 6, 2011 the Company announced that it has entered into a formal property option agreement with
Jorge 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.

   C. 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 fund the due diligence relating for the then proposed
agreement with Jorge 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, $1.00 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.

    D. Debt Settlement and Proposed Further Property Option Financing � 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. In order to meet
such working capital requirements, the Company will settle some debt by issuing securities to its creditors
and conduct a further private placement.

         (i)     Debt Settlement
The Company will settle existing debt in the approximate amount of approximately $910,000, by issuing
units (the "Debt Settlement Units") to various creditors. Those creditors will include those private
placees under the private placement announced on October 21, 2011 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 December 31, 2010. The private
placement announced January 12, 2011 will not be proceeding as most of those private placees were the
lenders under the December 31, 2010 loan arrangement and therefore the January 12, 2011 transaction is
more appropriately classified as a debt settlement rather than a private placement. Each Debt Settlement
Unit will be comprised of one share and one share purchase warrant with each warrant exercisable to
purchase a further share at the price of $1.00 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.

         (ii)    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 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.

On behalf of the Board of Directors,

BRENT JOHNSON, President

For further information contact Brent Johnson, President, at telephone: 604-541-7371 or e-mail:
bjohnson.comm@shaw.ca.
                                                                                                                      
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

                           FORWARD LOOKING CAUTIONARY STATEMENT

This press release contains "forward-looking statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and "forward-looking information" within the meaning of the British Columbia
Securities Act and the Alberta Securities Act and National Instrument 51-102. Generally, the words "expect",
"intend", "estimate", "will" and similar expressions identify forward-looking information. By their very nature,
forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual
results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in
any of our forward looking information. Statements in this press release regarding the Company's business or
proposed business, which are not historical facts are forward-looking information that involve risks and
uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals,
including words to the effect that the Company or management expects a stated condition or result to occur. Since
forward-looking statements address events and conditions, by their very nature, they involve inherent risks and
uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements
--->.
Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date
they are made. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and
readers are urged to review these materials, including the technical reports filed with respect to the Company's
mineral properties. The foregoing commentary is based on the beliefs, expectations and opinions of management on
the date the statements are made. The Company disclaims any intention or obligation to update or revise forward-
looking information, whether as a result of new information, future events or otherwise.
 


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