Monument Signs Binding Agreements for 100% of Selinsing and Damar Projects
Vancouver, B.C. Monument Mining Limited (TSX-V:MON - Changing to TSX-V:MMY upon re-commencement of trading) (“Monument” or the “Company”) is pleased to announce in relation to the previously announced reverse takeover (“RTO”) that it has entered into binding agreements to acquire 100% of the Selinsing Gold Mine Project (“Selinsing”) and 100% of the shares in Damar Exploration Consolidated (“Damar”) which owns the Damar prospects referred to as the Buffalo Reef Tenements situated directly north and contiguous with the Selinsing property. Upon closing both acquisitions the Company will have access to approximately 5 kilometers of prospective exploration land along the gold trend that hosts the Selinsing and Damar gold resources. The Selinsing resource totals 619,000 NI 43-101 compliant ounces of gold at a cut-off grade of 0.50 gpt. and is described in full in the NI 43-101 Report filed on SEDAR on 14th September 2006. The NI 43-101 Report on the Damar property has not been completed but is expected to be completed and filed by the RTO close, expected to be by the 26th June 2007. The closing of the Damar acquisition is conditional on closing the Selinsing acquisition.
To acquire 100% of Selinsing, Monument will pay to the vendor Wira Mas Trust of Malaysia $3,500,000 cash, issue 31,400,009 fully paid treasury shares and 5,000,000 share purchase warrants, each warrant exercisable for a period of two years at $0.65 cents to acquire one fully paid share, and will have a residual debt of $9,000,000 payable within one year without interest or penalty if paid within that period. To acquire 100% of Damar from Avocet Mining PLC, London UK (“Avocet”), the Company will pay $1,750,000 cash, issue 15,000,000 fully paid treasury shares and 7,500,000 share purchase warrants, also exercisable for two years at $0.65 cents to acquire one fully paid share, as well as a $400,000 exploration program commitment over two years from the close. Any increase in the Avocet quoted JORC calculated resource of 185,100 ounces of gold using a cut-off grade of 0.5 g/t would attract a payment to Avocet of US$5.88 per additional ounce discovered.
Both vendors have agreed to enter into a voluntary pooling agreement in respect to approximately 95.0% of their shares for up to two years, subject to certain events, in addition to any escrow agreement the TSX Venture Exchange may impose. Should certain events such as an unsolicited takeover bid being presented to the Company, a change in management or a change in the board of directors and certain other events occur, then both parties would be released from the Pooling Agreement, but not necessarily any escrow imposed by the TSX-V.
As Monument now moves toward closing these acquisitions, notwithstanding Monument previously obtained shareholder approval of the RTO, completion of due diligence and regulatory approval for the acquisition of the Damar interests and the RTO completion is still required. The Company also has to raise the required equity capital and Haywood Securities Inc. has been retained as Agent to assist the Company to raise this capital by way of a private placement of Units for up to $9,000,000 with the ability to accept up to a further $5,000,000 by way of overallotment. Each Unit is being sold at $0.50 per Unit and comprises one share and one-half of a warrant, exercisable for a period of two years, at $0.65 per share.
Robert F. Baldock, President and CEO
Monument Mining Limited
Park Place, Suite 500, 666 Burrard Street
Vancouver B.C. Canada V6Z 2K8
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 news release.
Not for distribution to U.S. news wire services or dissemination in the United States. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of the information contained herein. Certain disclosures in this release, including management’s assessment of the Company’s plans and projects, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to the Company’s operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such.