The company previous had an option to acquire up to an 80% interest in the Rogers Creek Property, which covers approximately 212 square kilometers in the Coastal Mountain Belt of British Columbia, about 90 kilometers northeast of Vancouver, in the Lillooet Mining District.
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Under this new agreement, which voids the previous option agreement, Tocvan will issue 500,000 shares to C3 Metals. C3 Metals will also receive shares of newly created Cascade Copper equal to a value of $75,000 based on the prelisting finance price of Cascade, which is in the process of applying to list on the Canadian Securities Exchange. C3 Metals will retail a 2% NSR on the Rogers Creek Property which can be purchased by Cascade Copper for $1 million.
Cascade Copper will be spun out to Tocvan shareholders, subject to shareholder and standard regulatory approvals, on the basis of one share of Cascade for every 6 shares of Tocvan.
Derek Wood, CEO, stated: "We believe the value of the Rogers Creek Property is not reflected in Tocvan's current share price and see the proposed Spin-Out to create additional value for Tocvan shareholders. We are extremely pleased to reach this agreement with C3 Metals. The agreement provides for greater flexibility in how Rogers Creek is advanced towards discovery. By creating a new company, Tocvan shareholders can participate in the upside possibility through share ownership of Cascade Copper, while Tocvan is able to focus on its two Mexican properties and minimize share dilution. We believe the proposed Spin-Out will be very beneficial to Tocvan shareholders and we expect that this transaction will unlock the value of the Rogers Creek Property and increase shareholder value by allowing capital markets to ascribe value to the Rogers Creek Property independently of the other properties held by Tocvan."
Cascade Copper will have two very advanced-stage copper porphyry properties, Rogers Creek and Fire Mountain, located within the Miocene age intrusions of the Cascade Magmatic Arc in southwestern BC. The two properties are contiguous, and both are advanced to a drill-ready stage.
Combined, the properties have seen more than $3 million of exploration to date and cover an area of approximately 240 square kilometers. Work to date has advanced the properties from a small showing discovered on a logging road in 2007 to an advanced exploration-stage with evidence for a large mineralized system.
In 2008, C3 Metals conducted a major field program including a 1,506 line-kilometre airborne magnetic survey, which was flown over the northern two-thirds of the property. In 2010, an airborne magnetic and radiometric survey was flown over the southerly Fire Mountain claim block. A total of 10 holes for 5,200 metres of core drilling have been completed at Rogers Creek with anomalous gold and copper intersected in all holes.
An initial 10 grab samples, excluding one cross-cut by a pyrite-chalcopyrite vein which returned 3.72% copper, 15.75 grams per tonne gold and 91.9 grams per tonne silver, averaged 1.372 grams per tonne gold, 0.53% copper and 11.97 grams per tonne silver. Channel sampling of the surface mineralization returned 9.12 metres of 1.96 grams per tonne gold, 0.57% copper, 13.7 grams per tonne silver, confirming the results of the grab samples.
Tocvan is focussed on its flagship Pilar gold-silver property, located 140 kilometers south-east of the city of Hermosillo in the historic Sonora gold district in Mexico. Tocvan has an option to acquire up to 100% interest in the El Picacho Property within the Caborca Orogenic Gold Belt also, located in Sonora, Mexico.
The shares are trading a $0.89 with approximately 29 million shares outstanding. For more information, please visit the company's website www.tocvan.com, contact Derek Wood, President and CEO at 403-200-3569 or email email@example.com.
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