Further to the Company's news release of December 15, 2006, the Directors wish to provide this further update of ongoing efforts to complete all necessary items required to close the Company's acquisition of certain resource properties located in Ecuador through the acquisition of Curimining S.A. (the "RTO Transaction") which is considered to be a reverse take-over under the policies of the TSX Venture Exchange (the "TSXV"). The RTO Transaction was first announced on October 6, 2006.
The Company has completed a Filing Statement dated December 29, 2006, providing detailed disclosure on the RTO Transaction. The Filing Statement has been SEDAR filed.
The Company's 43-101 technical report on the Curipamba property has been finalized and SEDAR filed.
On December 22, 2006, the Company closed a non-brokered convertible debenture financing raising $1,720,600. Each convertible debenture has a principal amount of $1,400 and is convertible into 2,000 units on the closing date of the RTO Transaction, with each unit consisting of one common share and one-half of one unit warrant. Each whole warrant is exercisable until December 22, 2008 to purchase an additional common share at a price of $1.40 per common share. The fees payable to Canaccord Capital Corporation ("Canaccord") in conjunction with this financing comprise 160,000 units along with agents' options entitling Canaccord to purchase an additional 200,000 units at a price of $0.70 per unit until December 22, 2008. The convertible debentures and the units issuable on the conversion thereof are subject to a hold period expiring on April 23, 2007.
The Company has granted 1,753,700 incentive stock options, at a price of $1.00 per share, for a term of three years.
The Company has received consents to the RTO Transaction from shareholders holding greater than 50% of the currently issued and outstanding shares. As a result, the Company has fulfilled the TSXV's shareholder approval requirements for the RTO Transaction.
Canaccord is acting as sponsor for the RTO Transaction and have filed their draft sponsorship report with the TSXV.
The TSXV has conditionally accepted for filing, documentation related to the RTO Transaction. Prior to closing, a number of conditions precedent need to be completed, the most significant being the announcement of additional financings to raise $3 million.
Financings
In this regard, the directors are pleased to announce a non-brokered private placement of 1,500,000 units at a price of $1.00 per unit. Each unit is comprised of one common share and one transferable common share purchase warrant with each warrant exercisable at $1.50 for a term of two years from closing. There are no finders fees payable in respect of this financing. The Company has received all subscription documents and is ready, once TSXV approval is received, to close this financing. The Company has prepared a submission for TSXV filing.
In addition to the non-brokered financing, the Company has also retained Canaccord to complete a financing by way of Short Form Offering Document of 2,000,000 units, to raise $2,000,000 at $1.00 per unit. Each unit will consist of one common share and one-half of one common share purchase warrant with each whole warrant exercisable at $1.50 for a term of two years from closing. The warrants will be transferable and, subject to TSXV approval, are to be listed and posted for trading on the TSXV. Canaccord will receive a cash commission equal to 8% of the gross proceeds of the sale of units under the Short Form Offering Document and agent's units ("Agent's Units") equal to 10% of the aggregate number of units sold in the offering. Each Agent's Unit consists of one common share and one-half of one common share purchase warrant ("Agent's Warrant"). Each whole Agent's Warrant will be exercisable to acquire a common share for two years at a price of $1.00 per share. Canaccord will also be paid a corporate finance fee of 125,000 units and an administration fee of $5,000.
About Curimining S.A.
Curimining holds a large portfolio of prospective ground divided into four project areas all located outside of the native population areas.
The four projects on which the current efforts are focused are Curipamba, Ruminahui, Mendez and La Aventura.
Curipamba, Curimining's principal property, is 100% owned and consists of 16 mining concessions located in central west Ecuador. The project is in the initial phase of exploration however, several promising anomalies have been identified and which require follow-up. This is a gold, silver, copper prospect.
Ruminahui is a two-hour drive west of Quito, the capital city of Ecuador. The project is 100% owned and comprises 9 mining concessions. Again initial sampling work has produced interesting results which are being followed up. The initial targets are copper and gold. The Company will, from the proceeds of financings announced above, implement a more detailed work program on the Ruminahui property. In this regard, the Company commissioned and has received a technical report dated February 8, 2007, prepared by Dr. Howard Lahti, an independent consultant and a Qualified Person as defined under NI 43-101.
From an operating perspective Curimining has made significant progress in Ecuador. Curimining established a head office in Quito and assembled exploration teams. Curimining is managed by a talented team of professional geologists who gained their experience with international mining companies including Newmont, IAM Gold, Ecua Corrientes, International Minerals Corp. and Aurelian Resources Ltd. In addition to managing the existing projects, the geological team is in continuous search for new projects and opportunities throughout Ecuador. At this time, there are 6 senior geologists, 5 junior geologists, 3 sociologists and 50 field workers / helpers in the field. At Mendez and Ruminahui sampling programs are ongoing. At Curipamba a substantial soil sampling program is ongoing. Grids have been cut at Sesmo Sur and Naves Central prospects.
Upon completion of the RTO Transaction, the Company proposes to advance the development of all its properties through aggressive exploration or joint ventures.
The Company anticipates it will soon be able to close the RTO Transaction.
ON BEHALF OF THE BOARD OF CONSOLIDATED KOOKABURRA RESOURCES LTD.
Nick DeMare, Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.
source news : ccnmatthews.com
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