Location


MONTREAL, QUÉBEC–(Marketwired – Aug. 1, 2013) – Freyja Resources Inc. (TSX VENTURE:FRA) (“Freyja” or the “Corporation“) is pleased to announce details concerning its proposed offer (the “Offer“) to acquire all of the issued and outstanding common shares (the “Cyprium Shares“) of Cyprium Mining Corporation (“Cyprium“), on or before July 31, 2013, in exchange for common shares of Freyja (the “Freyja Shares“) on a one for one basis (the “Acquisition“). The Offer will be made pursuant to the terms of a pre-acquisition agreement entered into between Freyja and Cyprium dated June 14, 2013, as amended (the “Pre-Acquisition Agreement“).


Board Approval


Following a thorough review by the board of directors of Cyprium, the board of directors of Cyprium has unanimously determined that the proposed Offer by Freyja is in the best interests of Cyprium and its shareholders.


Conditions to Offer


The making of the Offer remains subject to a number of conditions including, but not limited to: (i) satisfactory completion of due diligence by the Corporation; and (ii) the provision by Cyprium of a legal title opinion in a form acceptable to Freyja, acting reasonably, in respect of the mineral properties of Coyame Copper.


Other Information Regarding the Offer


The Pre-Acquisition Agreement provides for the payment of a non-completion free of $150,000 by Cyprium in certain circumstances in the event that Cyprium elects not to proceed with the transaction.


Directors and officers of Cyprium holding approximately 50% of the Cyprium Shares have entered into agreements pursuant to which they have agreed to tender their Cyprium Shares to the Offer.


The Acquisition is an arm’s length transaction for Freyja as none of the directors or officers of Freyja own any interest in Cyprium.


Trading Halt


The trading of the Freyja Shares which are listed for trading on the TSX Venture Exchange (the “TSX Venture“) has been halted and will resume at the opening of markets on Friday, August 2, 2013.


Cyprium Corporate History and Structure


Cyprium was incorporated under the Canada Business Corporations Act (the “CBCA“) on November 21, 2012. The registered office of Cyprium is located at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7 and the head office is located at 1200 McGill College Avenue, Suite 1240, Montréal, Québec H3B 4J8.


Cyprium currently has 8,980,000 Cyprium Shares issued and outstanding. Cyprium has no stock options, warrants, anti-dilution or other rights to purchase Cyprium Shares issued or outstanding, other than share purchase warrants to acquire up to 2,860,000 Cyprium Shares at a price of $0.10 per Cyprium Share (the “Cyprium Warrants“). The parties have agreed that all of the currently issued and outstanding Cyprium Warrants will be exchanged for warrants to purchase Freyja Shares which have identical terms.


Cyprium has two wholly owned subsidiaries CYPRIUMMINING de Mexico SA de CV (“Cyprium Mexico“) and Exploracion Rio Placer SA de CV which owns the Rio Fuerte gold and silver exploration project, both of which are incorporated pursuant to the laws of Mexico.


In addition, on June 22, 2013, Cyprium Mexico acquired fifty percent (50%) of the issued and outstanding shares of Coyame Copper SA de CV (“Coyame Copper“) for a purchase price of $120 payable in cash and a commitment to loan Coyame Copper US$500,000 within six (6) months of the closing of such acquisition. Coyame Copper owns four (4) exploration concessions which comprise the Las Cristinas Project as well as some production assets located outside the town of Coyame, Mexico. Following the repayment of a shareholder loan to the founders of Coyame Copper in the amount of 1,250,000 Mexican pesos (approximately, $100,000) (the “Loan“), Cyprium has the option to increase its interest in Coyame Copper to 51%. The repayment of the Loan will take place on or before October 22, 2013.


In addition, Cyprium Mexico also has an option to purchase an additional 19% of the issued and outstanding shares of Coyame Copper for consideration of US$1,200,000 payable over eighteen months from the exercise date. The exercise of the option is subject to certain minimum production levels.


Cyprium and Coyame Copper Financial Information


Based on audited annual consolidated financial statements for the year ended December 31, 2012, Cyprium had no revenue, operating expenses of $10,705, and a net loss of $10,723.


Based on unaudited management prepared consolidated financial statements for the period ended March 31, 2013, Cyprium had no revenue, operating expenses of $105,526, and a net loss of $105,861. In addition, as at June 30, 2013, Cyprium had a working capital of $46,056, assets of $171,448 and liabilities of $157,768.


Based on audited annual financial statements for the year ended December 31, 2012, Coyame Copper had revenues of 1,801,104 Mexican pesos (approximately CN $144,088), operating expenses of 5,806,087 Mexican pesos (approximately $464,486), and a net loss of 3,730,424 Mexican pesos (approximately $298,433).


Based on unaudited management prepared financial statements for the period ended May 31, 2013, Coyame Copper had no revenue, operating expenses of 540,873 Mexican pesos (approximately $43,269, and a net loss of 474,465 Mexican pesos (approximately $37,957). In addition, as at June 30, 2013, Coyame Copper had negative working capital of 2,141,865 Mexican pesos (approximately $171,349), assets of 3,963,649 Mexican pesos (approximately $317,091) and liabilities of 7,786,585 Mexican pesos (approximately $630,125).


The financial statements of Cyprium were prepared in accordance with International Financial Reporting Standards applicable to Canadian public companies. The financial statements of Coyame Copper were prepared in accordance with Mexican Generally Accepted Accounting Principles. There is no significant difference between Mexican Generally Accepted Accounting Principles used in the preparation of the Coyame Copper financial statements and International Financial Reporting Standards.


Cyprium Properties


The technical information contained in this press release is based on a National Instrument 43-101- Standards of Disclosure for Mineral Projects (“NI 43-101“) compliant preliminary report dated July 11, 2013 (the “43-101 Report“) which was prepared by Jacques Marchand P. Eng. Geo. a qualified person as defined in NI 43-101 (the “Author“).


Las Cristinas Project


The Las Cristinas Project is located in the Basin and Range Belt of north Mexico, at 150 km northeast of the town of Chihuahua. The Project is in the centre of the Chorreras mineralised region, an area that contains numerous concentrations of iron, gold, silver, copper and zinc in epithermal / mesothermal vein deposits and in a skarn deposits. The Las Cristinas Project is easily accessible from Chihuahua and takes roughly two hours by automobile.


The Las Cristinas Project includes four (4) adjacent exploration concessions referred as “Titulos” 231010, 234810, 237136, 237889, which cover an area of 683.6007 hectares in northeast Mexico in the east center part of the Chihuahua State. The permits for the concessions are granted under the authority and administrated by the “Secretaria de Economía, Dirección General de Minas, Subdirección de Minería”.


The area is known by the presence of the copper hydrothermal veins in the Las Cristinas and El Caballo area. Within the Las Cristinas Project permit area, the copper system is seen spasmodically over 7 km. The mineralization is characterized by copper carbonate (azurite, malachite, crisocole) with patches of iron sulphide (pyrite) and copper sulphide (chalcopyrite, bornite) in centimetric veins within a calcite/barite/hematite veins environment, oriented 130 degrees and dipping 80 degrees southwest, intruding the Jurassic calcareous siltstone.


Based on these facts, the Author recommended that it is viable to pursue the Las Cristinas Project with initial exploration for copper being conducted south of the Las Cristinas shaft area. In addition, the Author proposed a $1,000,000 CAD exploration program in 2 phases.


In the 43-101 Report, the Author recommended an exploration program focusing on the area south of the shaft on the Las Cristinas copper hydrothermal system, targeting the definition of a shallow economical copper body which requires the following preliminary work to be completed: (i) a geological survey covering of the entire Las Cristinas Project with emphasis on structure and alteration and with detail work in the Las Cristinas Project; (ii) completion of core drilling on a 100*50m grid (surface and deep) to structurally outline the mineralised body; and (iii) a preliminary metallurgical test to verify the metallic extraction in relation to the presence of arsenic.


The Author visited the Las Cristinas Project from May 21st to June 1st, 2013. During his visit to the project, the Author took eight chanel chip samples on different structures. These samples were prepared by ALS Chemex lab facility in Chihuahua, Mexico and the pulp assaying was done by ALS Chemex in Vancouver, BC. The results of these assays are as follows:


























































TicketWidthLengthCU (%)AG (g/t)
20130525p020.51.01.588.25
20130525p040.50.70.112.68
20130525p050.52.10.050.49
20130525p060.50.32.537.15
20130525p070.51.10.961.13
20130525p080.52.04.023.0
20130525p090.52.00.222.14
20130525p100.50.21.6432.6

Additional Sampling Results


Concurrently with the Author’s sampling, a verification sampling was conducted by Lino Lárraga Rodríguez, a geologist from Mexico hired by Freyja. The result from these samples on surface and shallow underground was to validate certain values particularly the copper and silver contents of the samples. Mr. Larraga has experience in the Province of Chihuahua and he is known to Freyja’s management and has previously been employed as a consultant in the past in other corporations. He spent three days to visit the Las Cristinas Project as well as the surrounding area.


Fifteen samples were collected and sent to an international laboratory, ALS Chemex of Chihuahua and were assayed through the Multi-Elements ME-ICP41 methodology to evaluate forty-one different elements contained in the samples. This methodology was also used to evaluate the eight samples taken by the Author. Assays conducted on the fifteen samples returned copper values grading up to 5.35% Cu and silver values grading up to 80 g/t Ag. Eight of the fifteen samples returned copper values higher than 1% Cu. Moreover, on the fifteen samples collected, ten samples were taken from the Las Cristinas Project area and five were taken outside that area approximately four kilometers northwest of the Las Cristinas Project. The details of the Freyja’s sampling are as follows:




















































































TicketWidth (metre)Cu (%)Ag (g/t)
L-1Channel 2m1.574
L-2Channel 1.2 m1.1858
L-3Channel 2.5m0.6931.5
L-4Grab2.1133.9
L-5Select5.3580.1
L-6Chip1.8617.1
L-7Chip0.8944.8
L-8Chip0.2223.5
L-9Grab1.5240.9
L-10Select0.02531.1
L-11Grab1.3753.4
L-12Grab0.9053.8
L-13Chip0.03530.3
L-14Chip1.02527.6
L-15Chip0.5168.4

The results from these assays confirmed and validated the values represented to Freyja’s representatives by the Author and by Cyprium’s technical team.


Rio Fuerte Project


The Rio Fuerte Project is a 3,533 hectare gold/silver mining project located in the municipality of Alamos in the States of Sinaloa and Sonora, Mexico, at the junction of the Rio Fuerte and the Rio Baboyahui.


Summary of Proposed Directors and Officers Post-Acquisition


Upon the completion of the Acquisition, the Board of Directors of Freyja will be reconstituted to consist of Alain Lambert; Andre St-Michel; Robert Ayotte; Robert Boisjoli and Ronald Keenan, provided that the TSX Venture does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of the CBCA.


After the closing of the Acquisition, Andre St-Michel will be appointed the President and Chief Executive Officer of Freyja and Benoit Forget will remain the Chief Financial Officer of Freyja.


Alain Lambert – Director and Chairman


Mr. Lambert has been the President, Chief Executive Officer and a Director of CPVC Financial Corporation, a private investment company, since November 2006. Mr. Lambert is also a director and Chairman of the Board of Nouveau Monde Mining Enterprises, a Quebec-based junior mining project generator company listed on the TSX Venture under the symbol “NOU”. Mr. Lambert was also the Managing Director and Head of Equity Capital Markets of Avenue Capital Markets Inc. between December 2011 and May 2012. Mr. Lambert was President and a Director of Avenue Capital Markets CPVC Inc. between September 2010 and December 2011. He was also the President and a Director of FIER CPVC Montreal Management Inc., the general partner of FIER CPVC Montreal L.P., a venture capital investment partnership located in Montreal, Quebec, from December 2005 to August 2011.


Mr. Lambert holds a Bachelor of Laws degree (LL.B.) from the University of Montreal and a diploma of collegial studies, specializing in administration from the College Jean-de-Brebeuf, Montreal, Quebec. In 1986, Mr. Lambert was admitted to the Quebec Bar Association after having articled with Phillips & Vineberg, Barristers & Solicitors.


Andre St-Michel – President, Chief Executive Officer and Director


Andre St-Michel, a resident of Chihuahua, Mexico, has more than 30 years of experience in the mining business with a focus on mine development, mill operation, administration and finance. Mr. St-Michel has spent the last ten years working in Mexico. Mr. St. Michel was a senior executive of Diabras Exploration where he was Chief Operating Officer and Executive Vice-President between 2003 and 2008. He was responsible for the exploration program and the start-up of the Mexican based Bolivar copper and zinc mine. From initial start-up of the mine in 2005 production reached 450 ton/day in 2006. Mr. St. Michel was responsible for the operations of the company in Mexico including administration, exploration, construction, production and milling.


Prior to joining Diabras in 2003, Mr. St. Michel was the President of ECU Silver Mining Inc. working in the United States, Brazil and Mexico where his responsibilities included exploration, mine development, mill operation, administration and finance.


Mr. St. Michel is a professional engineer who graduated in 1980 from Laval University and holds a master’s degree in Project management from the University of Quebec.


Robert Ayotte – Director


Mr. Ayotte is President of Gestion Somiray Inc., a corporation specialized in the management of mining corporations and administrative services, since 1995. He is also Executive Chairman and a Director of Brionor Resources Inc., a public mining exploration company, since June 2011 (he had been the President and Chief Executive Officer since September 2009). Mr. Ayotte has been involved in the junior mining industry at senior levels for the last thirty five years. He served as a Vice President, Corporate Finance for two Canadian brokerage firms. He is also a Director of Monarques Resources Inc. Mr. Ayotte holds a Bachelor’s degree in Administration from the Université du Québec à Trois- Rivières.


Robert Boisjoli – Director


Mr. Boisjoli is Fellow Chartered Professional Accountant (FCPA, FCA) and Chartered Business Valuator with over 25 years of operational and advisory experience. Mr. Boisjoli is currently the Chief Executive Officer of Global SeaFarms Corporation (CNSX:GSF)since May 2013 and prior to holding that position he was Chief Financial Officer since inception of the company in April 2010. Mr. Boisjoli is a managing director of Atwater Financial Group, a private company that provides a combination of investment banking and consultancy services since April 2010. Prior to Global SeaFarms, he was the founder of two life science companies where he has acted as both Chief Financial Officer and Chief Operating Officer. Also, Mr. Boisjoli is and has been Director and audit committee Chairman for several public companies. He was also an investment banker with various Canadian securities’ firms. Mr. Boisjoli is also a Board Member of various not-for-profit organizations in the community and within the profession.


Ronald Keenan – Director


Between February 2006 and June 2013, Mr. Keenan held various positions with Newalta Industrial Services Inc., a wholly owned subsidiary of Newalta Income Fund, an industrial waste management and environmental services company listed on the Toronto Stock Exchange. His positions included Executive Director – Strategic Accounts since January 2012 to May 2013, Executive Director – Commercial Development from January 2011 to January 2012; Regional Manager from February 2007 to December 2010; and Sales & Marketing Manager, Eastern Canada from February 2006 to February 2007. Mr. Keenan holds a Bachelor of Sciences degree from the Hautes Etudes Commerciales with a major in accounting. Mr. Keenan is a Director of Section Rouge Média Inc. since October 2011. He is also Chairman of the Audit Committee and a director of Nouveau Monde Mining Enterprises, a junior mining project generator company listed on the TSX Venture under the symbol “NOU”.


Benoit Forget – Chief Financial Officer


Mr. Forget holds a Bachelors degree in Accounting from the Université of Québec in Montréal. Mr. Forget has been the Chief Financial Officer of Global SeaFarms Corp. since May 2013. Mr. Forget is also currently the Controller of Adventure Gold Inc., a mining exploration company listed on the TSX Venture. He is a past Controller for several public companies such as Aurvista Gold Corporation from November 2010 to May 2012, Normabec Resources Ltd. from 2005 to 2009, Brionor Resources Inc. from 2009 to April 2011 and Mistral Pharma Inc. from 2006 to February 2009.


About Freyja


Freyja is a mining exploration company listed on the TSX Venture under the symbol “FRA”.


About Cyprium


Cyprium is a private mineral exploration company which targets the acquisition and generation of mining projects located solely in Northern Mexico that have a high-potential for profitable precious and base metal open pit production. Cyprium is committed to maximizing shareholder value by strategically ensuring efficient and profitable production and focusing on a hybrid exploration/production business model. Cyprium prioritizes projects accessible by well-maintained roads and / or railroad systems. Upon completing a conclusive exploration campaign, Cyprium’s focus is to rapidly establish an economical production and maximize the project potential by funding further exploration through cash generated by production, thus limiting shareholder dilution.


Neither TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.


The securities of Freyja being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.


The technical content of this press release and the results contained within have been verified by Mr. Jacques Marchand, a qualified person pursuant to NI 43-101.


Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Freyja nor Cyprium will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Freyja.









Contact Information





  • Robert Ayotte
    President and Chief Executive Officer of Freyja
    (450) 441-9177

    Alain Lambert
    Chairman of Cyprium Mining Corporation
    (514) 219-7988

SHARE THIS POST?

Facebook
Twitter
LinkedIn
WhatsApp
Telegram
Email