Calais Resources Inc. Completes Major Debt Restructure25 December 2005
Calais Resources Inc. (OTC: CAAUF) is pleased to announce that it has reached an agreement with Calim Private Equity, LLC of Aspen, Colorado, which represents the mortgage debt against its Caribou properties near Nederland, Colorado.
Under the agreement, Calim has purchased the $4.5 million USD mortgage, paying all accrued interest and penalties, and has agreed to terms extending the mortgage for an additional 12 months. During this 12 month period, Calim has the right to convert the mortgage amount into convertible bonds of Calais. The terms of the Broadway Mortgage were reported in the Company's Quarterly Report on Form 10-QSB for the Quarter ended August 31, 2004. At the time of the December 15, 2005 transaction, Calais was in default on the mortgage, the terms of which called for the repayment of the note by August 01, 2005.
Pursuant to the December 15 transaction, Calim shall have the right to convert the mortgage at anytime into five-year convertible bonds of the Company in the face amount of $1,000 USD per bond. These bonds will be secured by a first position against the property of the Company. The bonds will bear interest at the rate of 12% and be convertible into Units at a conversion price of $0.20 USD. Each Unit shall consist of one share of the Company's Common Stock and one two-year share purchase warrant at a strike price of $0.30 USD per share. Should Calim elect not to convert the mortgage into bonds, it shall give 60 days notice prior to the due date of the mortgage, with principal and any accrued interest being due at the end of the then current 12 month period ending December 15.
Calim has further provided $200,000 USD of working capital to Calais via a private placement into units of Calais at $0.20 USD per unit, each consisting of one common share and one two year share purchase warrant at $0.25 USD. Calim has provided further funding on a note basis and has the option to convert this note into an additional private placement of $1.5 million USD under the same terms and conditions as the initial private placement, pending the completion of due diligence by Calim.
Also pursuant to the terms of the December 15 transaction, Calim shall be issued a five-year broker warrant fee to acquire an additional 2 million shares of Calais at a purchase price of $0.25 USD per share. Calim is also entitled to a restructuring fee of 1 million shares of Calais upon completion of all the transactions summarized above.
The "Company" is also pleased to announce that on December 8, 2005, it completed a new 10 year extension of its hard rock mining agreement with Panama Mining of Golden Cycle ("Panama Mining") on the Faja de Oro Project in the Veragus Province of Panama. These applications were described in the Company's Quarterly Report Form 10QSB for the period ended August 31, 2004. In connection with the extension, the Company completed payment of $12,000 USD of past obligations to "Panama Mining" and paid a $25,000 USD renewal fee. During the 2006 operating season, the Company will be required to complete $175,000 USD in exploration and property maintenance work. Under the agreement with Panama Mining the Company must make annual payments on September 15 of each year in the amount of $25,000 USD and complete a minimum of $100,000 USD in exploration and property maintenance work for the 9 year term.
In a related event, the Company purchased the Congo Chief Mine and property at Caribou on December 16, 2005 for a purchase price of $280,000 USD. The Congo Chief Mine, Survey number 20305, contains 20.66 patented acres. The property is located in the northeast portion of the Consolidated Caribou Mines District and represents the northeast extension on the historic No Name vein. The Congo Chief Mine property is the last major property of significant size, which had prevented the Company from achieving total mining district consolidation at Caribou. The Company completed this purchase through a note and deed of trust agreement with Calim under similar terms listed above.
Because of severe financial difficulties brought on by events reported in the Company's Quarterly Report on From 10-QSB for the period ended August 31, 2004, the Company was left substantially without cash, employees or legal or audit services for the period beginning the third quarter of the fiscal year ending May 31, 2005. The Company is currently actively working with its CPA firm, new legal council and audit firms to bring the Company back to full reporting compliance as quickly as possible.
About Calais Resources Inc.
Calais Resources Inc. is a junior exploration company which owns or controls the Consolidated Caribou District Mines project at Caribou, Colorado, the Nevada Manhattan District properties at Manhattan, Nevada and the Faja de Oro Project in Panama.
Safe Harbor
The future conduct of the company's business and its response to issues raised by third parties are dependent upon a number of factors, and there can be no assurance that the company will be able to conduct its operations as contemplated. Certain statements contained in this release using the terms "may," "expects to," "projects," "estimates," "plans," and other terms denoting future possibilities, are forward-looking statements in accordance with the Private Securities Litigation Reform Act of 1995. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks that are beyond our ability to predict or control and which may cause actual results to differ materially from the projections or estimates contained herein. The risks include, but are not limited to, the risks described in the above press release; those risks set out in the company's disclosure documents and its annual, quarterly and current reports; and the other risks associated with start-up mineral exploration operations with insufficient liquidity, and no historical profitability.
For further information please contact: Tom Hendricks President and CEO Phone: 303 258-3806 Email: Email Contact SOURCE: Calais Resources
Source: marketwire
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