VANCOUVER, Jan. 15 /PRNewswire-FirstCall/ -- Galena Capital Corp. (TSXV: FYI) ("Galena" or the "Company"), a Vancouver based company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a Letter Agreement effective January 15, 2008 with Norma Mines Limited ("Norma Canada") under which the Company has agreed to acquire Norma Canada (the "Acquisition"). The Acquisition is an arm's length transaction within the meaning of the Exchange's policies.
Norma Canada owns interests in two prospective mineral exploration properties in Mexico and four prospective mineral exploration properties in Peru (the "Properties") through its wholly-owned Mexican and Peruvian subsidiaries. Norma Canada and its subsidiaries are known as the Norma Mining Group. The Norma Mining Group is actively pursuing additional projects from its extensive list of prospects, six of which it anticipates being worthy of additional consideration.
The Norma Mining Group currently employs more than a dozen exploration geologists and mining engineers, headed by Norma Canada's President Danson Tolman, who collectively have extensive knowledge of mineral exploration and mining operations in Latin America and South America and a deep network of contacts from which to access additional properties.
By acquiring the Norma Mining Group, Galena will accelerate its ability to aggressively pursue and aggregate highly prospective gold, silver and other metal projects in Latin America and South America. Arni Johannson, CEO & Chairman of Galena commented: "The acquisition of the Norma Mining Group involves both the acquisition of outstanding properties and an enhanced level of expertise that will enable Galena to be well on its way to executing its three step business plan introduced to investors when its Qualifying Transaction closed in November 2007."
Proposed Acquisition
Under the terms of the Letter Agreement, the Company will acquire all of the issued securities of Norma Canada from its shareholders in exchange for 4,200,000 common shares in the capital of the Company.
Certain of these common shares will be subject to escrow in accordance with the TSX Venture Exchange's policies.
Proposed Private Placement
Concurrent with the completion of the Acquisition, the Company proposes to complete a brokered private placement consisting of 1,500,000 units of the Company at a price of C$2.00 per unit, for gross proceeds of up to C $3,000,000. Each unit will consist of one common share and one-half of one transferable common share purchase warrant, with each whole warrant entitling the holder to purchase an additional common share in the capital of the Company for a price of $2.50 for a period of two years from the closing of the private placement.
The Company may pay finder's fees in connection with the private placement within the limits set by the Exchange.
Canaccord Capital Corporation has agreed to act as the Company's agent for the purpose of completing the private placement and will be paid a cash fee of 7% of the gross proceeds of the financing, agent's warrants to purchase up to that number of common shares in the capital of the Company that equals 7% of the number of units issued under the private placement at a price of $2.50 per common share for a period of two years from the closing of the private placement, a corporate finance fee of 15,000 units (having the same terms as those issued to the purchasers) and $10,000 in cash as an administration fee.
The net proceeds of the private placement will be used to fund the costs associated with completing the Acquisition and land maintenance obligations relating to the Properties, exploratory work programs on selected properties owned by Norma Canada as detailed below, and for general working capital purposes in operating the Norma Mining Group.
Description of the Properties
Norma Canada's two subsidiaries own, or hold options to purchase, various interests in six prospective mineral exploration and development projects in Mexico and Peru. The Properties cover an area in excess 30,620 acres.
Galena intends to direct its initial attention to exploration work on the Maria project in Mexico and the Patricia project in Peru, where the Company proposes to expend approximately $500,000 per project over the next 12 months in preliminary exploration work with a view to completing a technical report in accordance with National Instrument 43-101 on those projects that show merit as a precursor for more advanced developmental work.
Maria Project, Mexico
Pursuant to an option agreement dated October 19, 2007, Norma Mines SA de CV has the option for a period of one year to acquire 100% of the legal and beneficial interest in the San Juan Nepomuceno project for a cash payment of US$3,000,000.
This project is located north of Mexico City and comprises an area of approximately 550 hectares. It hosts numerous free gold and silver structures running over an area 8 km long by 6 km wide. Preliminary sampling undertaken by the Norma Mining Group in 2007 included sample sets with up to 500g per tonne silver.
Patricia, Peru
Pursuant to a mineral exploitation agreement dated December 18, 2007, Norma Mines Peru S.A. has the right to acquire 100% of the legal and beneficial ownership in the Patricia properties in consideration for paying a total of US$2,225,000, completing a mineral exploration and exploitation program, paying all maintenance costs on the concessions and granting the vendor a 2% Net Smelter Return royalty over production from the concessions.
The Patricia project is located in Ancash, in north central Peru, and consists of 10 mineral exploration and exploitation concessions totalling approximately 3,900 hectares that have numerous areas of disseminated gold mineralization in anomalous intrusive and shale structures. More than 10 mantos have been identified to date in the project area and preliminary work by the Norma Mining Group has identified six anomalous areas returning samples with over 5g per tonne gold.
The sample results discussed in this news release do not conform to the standards of National Instrument 43-101 and should not be relied upon by the reader.
Conditions Precedent
The parties' obligations to complete the Acquisition are subject to the satisfaction of the usual conditions precedent including:
(a) all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Acquisition and the private placement being obtained; (b) no adverse material change shall have occurred in the business, affairs, financial condition assets or operations of the Company, Norma Canada or its subsidiaries or the Properties prior to completion of the Acquisition; (c) the completion of the brokered private placement on the terms set forth above; and (d) both parties being satisfied with the results of its due diligence review in connection with the Acquisition.
Completion of this transaction is subject to Exchange acceptance. The transaction cannot close until the required Exchange approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
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.
ON BEHALF OF GALENA CAPITAL CORP. "Arni Johannson" ARNI JOHNANNSON CHAIRMAN AND CEO THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
