VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 3, 2011) - Cassius Ventures Ltd. (the "Company") (TSX VENTURE:CZ) is pleased to announce that it has completed the acquisition of the issued and outstanding shares (the "Fortress Shares") of Fortress de Nicaragua S.A. ("Fortress") a private Nicaraguan company, which company is the legal and beneficial owner of sixteen exploration concessions with a total area of approximately 168,619 hectares located in Nicaragua and known as the "Nicaraguan Gold Properties" (the "Acquisition").
The Company acquired all of the Fortress Shares from the two former Fortress shareholders (the "Fortress Shareholders") by way of an exchange of securities. In exchange for the Fortress Shares, the Company issued to the Fortress Shareholders a total of 6,500,000 common shares in the capital of the Company, each as to 50%, at a deemed price of $0.25 per share.
In connection with the Acquisition, the Company has paid an arm's length party a finder's fee in the amount of $113,750, through the issuance of 455,000 common shares at a deemed price of $0.25 per share.
The Acquisition has been approved by a majority of the shareholders of the Company.
Concurrent with the closing of the Acquisition, John A. Thomas, one of the Fortress Shareholders, has been appointed as a director of the Company and Sharon Lewis has resigned her position as director. As Ms. Lewis was a member of the audit committee, Mr. Thomas will take her place on such committee.
Mr. Thomas is a professional mining engineer, and holds a B.Sc. and Ph.D. from the University of Manchester, UK. Mr. Thomas has extensive experience in the mineral resource industry, particularly in Latin America, and is currently Vice President, Operations for Infinito Gold Ltd., and is a director of Canada Zinc Metals Corp. He has previously served as Vice President, Development of Rusoro Mining, and Vice President, Operations of Bolivar Gold Corp.
The Company's management would like to thank Ms. Lewis for her assistance throughout her career at Cassius and wish her well in her future endeavors.
Non-Brokered Financing
The Company is also pleased to announce that it has closed a non-brokered private placement (the "Private Placement"), which was previously announced on May 4, 2011. The Private Placement was made up of 10,000,000 units of the Company, at a price of $0.25 per unit for gross proceeds of $2,500,000. Each unit consisted of one common share and one-half of one share purchase warrant. Each whole such warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.45 per share for a period of 24 months. The warrants will also be subject to an "accelerated expiry provision" whereby, in the event that the volume weighted average closing price of the Company's shares is equal to or exceeds $0.65 for a period of 15 consecutive trading days, the Company may give written notice to the warrant-holders that the warrants shall expire on the 30th calendar day following the date of such notice.
The Company paid finders' fees of $16,800 and 351,600 shares in respect of the Private Placement.
The securities issued pursuant to the Acquisition and the Private Placement, including the shares issued to finders, are subject to a hold period expiring on October 4, 2011. The proceeds of the Private Placement will be used to fund exploration and evaluation of the Nicaraguan Gold Properties and for general working capital.
On behalf of the Board of Directors
Cassius Ventures Ltd.
Jason Birmingham, CEO & Director
This news release includes certain statements of forward-looking information. Such statements include, but are not limited to statements regarding the use of proceeds of the Private Placement. We have made certain assumptions about the statements of forward-looking information contained herein, including among other things, that Nicaragua will continue to accept foreign investment in mineral exploration. Statements of forward-looking information involve various risks and uncertainties. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risks relating to foreign investment in Nicaragua, the market price of gold and other minerals, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks set forth from time to time in the filings made by the Company with securities regulators. Although we have attempted to identify factors that would cause actual results to differ materially from those described in statements of forward-looking information, there may be other factors that cause actual results, performances, achievements or events not to be as anticipated, estimated or intended. Also, many of the factors are beyond our control. There can be no assurance that statements of forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly you should not place undue reliance on statements of forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statements except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this release.
Contact Information:
Jason Birmingham
CEO & Director
(604) 688-9588