Celtic Minerals Ltd. Provides Corporate Updates
Shares Outstanding: 80,192,676
CALGARY, Sept. 14 /CNW/ - Celtic Minerals Ltd. (the "Corporation" or "Celtic"), in conjunction with its application to the Alberta Securities Commission and the British Columbia Securities Commission (the "Commissions") to revoke the cease trade orders issued by the Commissions in May 2009 (the "Cease Trade Orders"), provides a general corporate update.
Application to Revoke Cease Trade Orders ----------------------------------------
On May 1, 2009, Celtic announced that due to the delay in filing the annual audited financial statements and related management's discussion and analysis ("MD&A") for the year ended December 31, 2008 (the "2008 Financial Statements"), it had voluntarily requested that the Commissions issue a cease trade order for as long as such 2008 Financial Statements were not filed.
The 2008 Financial Statements, along with restated unaudited interim financial statements and related MD&A for the first and second quarters of 2008 were filed on January 19, 2010. The annual audited financial statements and related MD&A for the year ended December 31, 2009 were filed on April 30, 2010 along with the unaudited interim financial statements and related MD&A for the first, second and third quarters of 2009.
After filing of the above noted financial statements, the Corporation became up to date in its filing of financial statements and made application to the Commissions to revoke the Cease Trade Orders. The Corporation is addressing comments from the Commissions to its previous continuous disclosure and in connection therewith is also providing updates to certain of its previous continuous disclosure. There is no certainty that the Cease Trade Orders will be revoked.
Closing of the Sale of the Rambler Property -------------------------------------------
Further to the Corporation's previous announcement of an asset purchase agreement to purchase 85 contiguous claims in the Rambler property, located in Newfoundland (the "Rambler Properties") from the Corporation by GoGold Resources Inc. ("GoGold"), the Corporation confirms that GoGold acquired the Rambler Property from Celtic on July 26, 2010. GoGold issued 250,000 common shares at a deemed price of $0.27 per common share (for an aggregate deemed price of $67,500) and $130,000 in cash. In addition, Celtic will retain a net smelter royalty ("NSR") of 2%. GoGold may at any time purchase one-half of the NSR for $1,000,000.
Delisting from the TSX Venture Exchange ---------------------------------------
Due to the issuance of the Cease Trade Orders, the TSX Venture Exchange (the "TSXV") suspended the Corporation's common shares from trading on May 9, 2009. As the Corporation was unable to meet listing requirements, the common shares of the Corporation were delisted from the TSXV as of the close of business on August 27, 2010.
The Corporation intends to apply to list on another exchange if the Cease Trade Orders are revoked. There is no certainty that the Corporation will be able to obtain listing on another stock exchange.
Directors and Officers ----------------------
Ms. Tanya Kaczmarek, the Corporation's previous Chief Financial Officer resigned on December 31, 2007. Mr. Kevin Flaherty, the Corporation's previous Chief Executive Officer and a director of the Corporation resigned on June 30, 2009. Although the Corporation had been in discussions with potential candidates to assume control of management of the Corporation, these candidates have generally indicated that the Corporation must resolve certain issues, as discussed in the Corporation's press release dated January 19, 2009 and be capable of obtaining public company status before new management will join the Corporation. As a result, the Corporation's current sole officer is Mr. Barry Greene, the Vice President, Exploration of the Corporation.
Mr. Naz Baksh, who was appointed as a director of the Corporation on July 17, 1998, resigned on June 18, 2008. As noted above, Mr. Flaherty resigned as a director on June 30, 2009. Mr. Reid Keays, who was appointed as a director on June 18, 2008, resigned on August 4, 2008. As a result, the Corporation's current directors consist of Mr. Barry Greene, Mr. Wayne Ewert and Mr. Teunis Kwak.
Forward Looking Statements:
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the revocation of the Cease Trade Orders and the intention to apply to list the common shares on another stock exchange. Although the forward-looking statements contained in this press release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, the Corporation cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Corporation's actual results, event, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Corporation has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Any forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law. In particular, there is no assurance that the Corporation will be able to obtain the revocation of the Cease Trade Orders or list the Corporation's common shares on a stock exchange.
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For further information: Barry Greene, Vice President, Celtic Minerals Ltd., Phone: (709) 489-6480, Fax: (709) 489-7092, Email: [email protected]
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