🕐25.09.12 - 00:27 Uhr
CANADIAN ZINC ACQUIRES PARAGON MINERALS CORPORATION
[1]news release [2][3]
NEWS RELEASE
For Immediate Release
CANADIAN ZINC ACQUIRES PARAGON MINERALS CORPORATION
Canadian Zinc Corporation
Suite 1710 - 650 West Georgia Street, Vancouver, BC, V6B 4N9
Tel: (604) 688-2001
Fax: (604) 688-2043
Toll free: 1-866-688-2001
[4]
[5]www.canadianzinc.com
___________________________________________________________________________
Stock Exchange: TSX
Stock Symbol: CZN
Stock Quote: [6]Click Here
___________________________________________________________________________
[7][8]Twitter Twitter Updates[9]
Vancouver, British Columbia, September 24, 2012 – Canadian Zinc Corporation
(TSX: CZN; OTCQB: CZICF) (the "Company" or "Canadian Zinc") and Paragon Minerals
Corporation (TSXV: PGR) ("Paragon") are pleased to announce that they have
successfully completed the plan of arrangement (the "Arrangement") announced on
July 31, 2012 whereby Canadian Zinc has acquired all of the issued and
outstanding common shares in the capital of Paragon that it did not already own.
The Arrangement was approved by Paragon shareholders on September 17, 2012 and
approved by the Supreme Court of British Columbia on September 20, 2012.
Pursuant to the terms of the Arrangement, shareholders of Paragon (other than
Canadian Zinc) will receive 0.136 common shares in the capital of Canadian Zinc
for each Paragon share held.
Details of the Arrangement are in the Paragon
Management Information Circular dated August 17, 2012, which can be found on
SEDAR at www.sedar.com.
John Kearney, Chairman and Chief Executive Officer of Canadian Zinc, commented
"We would like to welcome our new shareholders from Paragon and thank them for
their strong support of this transaction.
The combined company is well
positioned to expand the current VMS resource and advance the South Tally Pond
Project through further exploration and feasibility studies, and together our
shareholders will benefit from building an emerging zinc producing company an
enhanced capital markets profile of the combined company."
With the completion of the Arrangement, the Paragon shares are expected to cease
trading on the TSX Venture Exchange on or about the close of business on
September 24, 2012.
Exchange of Paragon Shares
As a result of the acquisition, Canadian Zinc will issue 7,296,298 shares of
Canadian Zinc for 53,649,254 common shares of Paragon currently outstanding.
All
currently outstanding share purchase warrants and options of Paragon will be
exercisable to acquire common shares of Canadian Zinc at the same exchange
ratio.
Canadian Zinc and Paragon shareholders will own approximately 95.5% and
4.5% of the combined company, respectively.
For Paragon shareholders who hold their Paragon shares through a broker, the
exchange of Paragon shares for Canadian Zinc shares will be processed through
their broker.
For shareholders who hold their Paragon shares in registered form,
the shares will be processed after they deposit their share certificates, along
with a duly completed Letter of Transmittal, with 2 Computershare Trust Company
of Canada ("Computershare"), the depositary for the transaction, in accordance
with the instructions in the Letter of Transmittal.
Any questions regarding exchange of shares, including any request for another
form of Letter of Transmittal, should be directed to your broker if applicable
or to Computershare via telephone at 1-800-564-6253 or via email at
[10].
South Tally Pond Property
Paragons flagship project is its 100% interest in the South Tally Pond
Property, which includes the Lemarchant deposit, and is located in a proven
mining district near Buchans, Newfoundland.
The South Tally Pond Property covers
261 km2 and is immediately adjacent to Teck Resources Limiteds Duck Pond Cu-Zn
mine and mill complex.
The Lemarchant deposit is a significant precious
metal-rich, copper-lead-zinc Volcanogenic Massive Sulphide ("VMS") discovery
with a potential opportunity to develop into a viable economic resource.
An
initial NI 43-101 mineral resource estimate that was recently completed on the
Lemarchant deposit includes the following defined mineral resources:
* Indicated resource estimate: 1.24 million tonnes at an average grade of
5.38% Zn, 0.58% Cu, 1.19% Pb, 1.01 g/t Au and 59.17 g/t Ag; and
* Inferred resource estimate: 1.34 million tonnes at an average grade of 3.70%
Zn, 0.41% Cu, 0.86% Pb, 1.00 g/t Au and 50.41 g/t Ag.
(See Paragon Technical Report and Mineral Resource Estimate on Lemarchant
Deposit, South Tally Pond VMS Project, Central Newfoundland, dated March 2, 2012
filed on SEDAR.)
The Lemarchant deposit has been defined to a 210 m depth and remains open along
strike and at depth.
The exploration potential outside of the Lemarchant area of
the South Tally Pond Property is still relatively untapped with numerous
priority VMS targets that have seen limited or no drilling.
Paragon is also
exploring an excellent portfolio of gold properties through partner-funded and
company-funded exploration programs.
The South Tally Pond Technical Report recommended pursuing a two-phased work
program to further define the nature and extent of the Lemarchant deposit.
The
first phase includes the drilling of four target areas proximal to the
Lemarchant deposit.
Canadian Zinc is currently evaluating the proposed program
before initiating further exploration on the project.
___________________________________________________________________________
About Canadian Zinc Corporation
Canadian Zinc is a Toronto-listed exploration and development company.
The
companys main project is the 100%-owned Prairie Creek zinc, silver and lead
project located in the Northwest Territories, Canada.
The Prairie Creek Project
contains 5.4 million tonnes of Measured and Indicated resources with an average
grade 10.8% Zn, 10.2% Pb, 0.31% Cu and 160 g/t Ag as well as 6.2 million tonnes
of Inferred resources with an average grade of 14.5% Zn, 11.5% Pb, 0.57% Cu and
229 g/t Ag.
(AMC Mining Consultants (Canada) Ltd.
J M Shannon and D
Nussipakynova, Qualified Persons, June 2012).
A portion of the Mineral Resources was converted to a Mineral Reserve estimate
of 5.2 million tonnes grading 9.4% zinc, 9.5% lead and 151 g/t silver.
A
Pre-Feasibility study completed by SNC Lavalin for Canadian Zinc in June 2012
indicates a pre-tax net present value ("NPV") of $253 million using an 8%
discount, with an internal rate of return ("IRR") of 40.4% and payback 3 period
of 3 years based on long-term metal price projections of $1.00/lb zinc, $1.00/lb
lead and $26.00/oz silver.
ON BEHALF OF THE BOARD OF
CANDIAN ZINC CORPORATION
"John F.
Kearney"
__________________________
Chairman & President
ON BEHALF OF THE BOARD OF
PARAGONMINERALS RPORATION
"Michael J.
Vande Guchte"
_____________________________
President & CEO, Director
Risk and Uncertainties
The Companys business and results of operations are subject to numerous risks
and uncertainties, many of which are beyond its ability to control or predict.
Because of these risks and uncertainties, actual results may differ materially
from those expressed or implied by forward looking statements, and investors are
cautioned not to place undue reliance on such statements, which speak only as of
the date hereof.
Investors are advised to review the discussion of risk factors associated with
the Companys business set out in the Companys Annual Information Form for the
year ended December 31, 2011, which has been filed with the Canadian Securities
Regulators on SEDAR (www.sedar.com).
The risks and uncertainties, as summarized
in the Companys MD&A and in other Canadian and U.S.
filings, are not the only
risks facing the Company.
Additional risks and uncertainties not currently known
to the Company, or that are currently deemed to be immaterial, also may
materially adversely affect the Companys business, financial condition and/or
operating results.
Alan Taylor, P.Geo., Chief Operating Officer, Vice President Exploration and a
Director of Canadian Zinc Corporation, is responsible for the Companys
exploration program, and is a Non-Independent Qualified Person for the purposes
of National Instrument 43-101 and has approved this press release.
Cautionary Statement – Forward Looking Information
This press release contains certain forward looking information.
This forward
looking information includes, or may be based upon, estimates, forecasts, and
statements as to managements expectations with respect to, among other things,
the issue of permits, the size and quality of the companys mineral reserves and
resources, future trends for the company, progress in development of mineral
properties, the timing of exploration, development and mining activities,
completion of financings and the merger, capital costs, mine production costs,
demand and market outlook for metals, future metal prices and treatment and
refining charges, the financial results of the company and future gold
production and profitability of Vatukoula Gold Mines in which the Company has a
significant shareholding.
There can be no assurances that such statements will
prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements.
The Company does not
currently hold a permit for the operation of the Prairie Creek Mine.
Mineral
resources that are not mineral reserves do not have demonstrated economic
viability.
Inferred mineral resources are considered too speculative
geologically to have economic considerations applied to them that would enable
them to be categorized as mineral reserves.
There is no certainty that mineral
resources will be converted into mineral reserves.
Cautionary Note to United States Investors
The United States Securities and Exchange Commission ("SEC") permits U.S.
mining
companies, in their filings with the SEC, to disclose only those mineral
deposits that a company can economically and legally extract or produce.
We use
certain terms in this press release, such as "measured," "indicated," and
"inferred" "resources," which the SEC guidelines prohibit U.S.
registered
companies from including in their filings with the SEC.
U.S.
Investors are urged
to consider closely the disclosure in our Form 40-F which may be secured from
us, or from the SECs website at [11]http://www.sec.gov/edgar.shtml.
E-mail: [12] Website: [13]www.canadianzinc.com
References
1.
http://www.canadianzinc.com/
2.
mailto:
3.
http://www.canadianzinc.com/
4.
mailto:
5.
http://www.canadianzinc.com/
6.
http://www.stockwatch.com/swnet/custom/custom_company.aspx?symbol=czn®ion=c
7.
http://www.canadianzinc.com/
8.
https://twitter.com/#!/CanadianZinc
9.
http://www.canadianzinc.com/
10.
mailto:
11.
http://www.sec.gov/edgar.shtml
12.
mailto:
13.
http://www.canadianzinc.com/
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