Crescent and Coventry Complete Business Combination
VANCOUVER, British Columbia -- January 8, 2013
Coventry Resources Inc. (formerly Crescent Resources Corp.) (TSX-V:CRC) (the
“Company”) is pleased to report that it has completed a business combination
(the “Transaction”) with Coventry Resources Limited (“Coventry”) as previously
announced in the Company’s press releases dated September 10, 2012 and October
11, 2012. The Transaction took the form of a share exchange resulting in
Coventry becoming a wholly-owned subsidiary of the Company.
Immediately prior to the completion of the Transaction, the Company completed
a consolidation of its common shares on a 5:1 basis, in which five old Company
shares were exchanged for one new Company share (the “Consolidation”).
Concurrent with the closing of the Transaction, the Company also wishes to
announce the conversion of 15,186,000 subscription receipts into 3,037,200
post-Consolidation shares that were issued to investors and finders under the
Company’s non-brokered private placement (the “Financing”) that previously
closed on October 11, 2012. These shares are subject to a hold period expiring
on February 12, 2013. The gross proceeds of the Financing totaling $750,000
have now been released to the Company from escrow.
To complete the Transaction, the Company has issued 60,375,791 shares to
Coventry shareholders on the basis of 0.2513 “post-Consolidation” shares of
Crescent for each share of Coventry held.
In summary, the changes to the capital structure of the Company are as
Crescent shares on issue post-Consolidation (including shares 9,775,507
Shares issued to Coventry shareholders at the 0.2513 exchange 60,375,791
Total outstanding shares on issue 70,151,298
The Company has formally changed its name from “Crescent Resources Corp.” to
“Coventry Resources Inc.”. The common shares of Coventry Resources Inc. will
commence trading on the TSX Venture Exchange under the symbol “CYY” at the
opening of trading on January 9, 2013, at which time the common shares of
Crescent Resources Corp. trading under the symbol “CRC” will be delisted.
The Company will also be dual listed on the Australian Securities Exchange
(“ASX”). Chess Depositary Instruments (“CDI’s”) of the Company will commence
trading on a normal basis on the ASX on January 9, 2013 under the code CYY.
Following the completion of the Transaction, the new directors and officers of
the Company are as follows:
Michael Naylor President, Chief Executive Officer and Director
Eric Edwards Non-Executive Chairman and Director
Don Halliday Vice President, Investor Relations and Director
Anthony Goddard Vice President, Exploration and Director
Steven Chadwick Vice President, Development and Director
Michael Haynes Non-Executive Director
Doris Meyer Chief Financial Officer
Nick Day Corporate Secretary
The profiles of the directors and officers are available on the Company’s new
Michael Hopley has resigned as the Non-Executive Chairman and a director of
the Company and Ian MacLean has resigned as a director of the Company.
Management would like to thank Messrs Hopley and MacLean for their valuable
contributions to the Company over the years.
Michael Naylor, President and CEO of the Company commented: “This transaction
provides significant potential for value growth to Coventry shareholders
through exposure to the North American equity market. Canadian investors have
shown a high level of interest in the Cameron Gold Project, located in the
mining friendly jurisdiction of Ontario, as well as the Company’s large and
highly-prospective ground holding within close proximity to the Rainy River
Gold Deposit, owned by TSX listed Rainy River Resources Ltd., one of Canada’s
most exciting discoveries in recent years.”
About Coventry Resources Limited Inc.
Coventry is developing the Cameron gold project in Ontario, Canada with the
objective of being a gold producer by mid to late 2015. The deposit hosts a
National Instrument 43-101 compliant mineral resource as outlined in the table
below. A preliminary economic assessment (scoping study) on the Cameron gold
project is due for completion in early 2013. Coventry has also identified a
number of exploration targets and prospects on the nearby West Cedartree
ground (owned 100% by Coventry) and will be conducting exploration and
drilling to define a resource on these prospects in Q1 ,2013. These prospects
could potentially add additional resources to the existing Cameron Deposit. In
addition, the Company will be conducting an exploration drill program at its
highly prospective Rainy River gold project in Q1, 2013. Coventry currently
has the largest exploration land position, 132.7 square kilometres adjacent to
the Rainy River Gold Deposit. Coventry is led by a strong management team with
the proven ability to develop, finance and operate mining projects.
Cut-off grade Category Tonnes((1)) Grade Ounces of
(g/t gold) (g/t gold)
1.0 Measured 2,472,000 2.68 213,400
Indicated 4,724,000 2.33 353,700
Inferred 12,226,000 2.11 830,100
(1) Mineral resources that are not mineral reserves do not have demonstrated
Coventry’s resource estimate is effective as at October 31, 2011.
Additional information on Coventry, the Cameron gold project and its
exploration potential is available on Coventry’s website at
Peter Ball is the Qualified Person of the Company who reviewed and approved
the technical information in respect of Coventry’s Cameron gold project
contained in this press release.
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 for the adequacy or accuracy of this release.
This news release may contain "forward-looking statements" and/or
"forward-looking information" within the meaning of applicable securities
regulations in Canada and the United States (collectively, forward-looking
information"). Any forward-looking information contained in this news release
is made as of the date of this news release. Except as required under
applicable securities legislation, Coventry Resources Inc. (“Coventry”) does
not intend, and does not assume any obligation, to update this forward-looking
information. Forward-looking information includes, but is not limited to,
statements with respect to mineral resource estimates, drill plans, planned
work programs, future upgrading of mineral resources and expected outcomes.
Often, but not always, forward-looking information can be identified by the
use of words such as "plans", "expects, "is expected", "budget", "scheduled",
"estimates", forecasts", "intends", "anticipates", or "believes", or the
negatives thereof or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "would", "might", or "will"
be taken, occur or be achieved.
Any forward-looking information contained in this news release is based on
certain assumptions that Coventry believes are reasonable, including, with
respect to any mineral resource estimates, the key assumptions and parameters
on which such estimates are based, that the current price of and demand for
gold will be sustained or will improve, that general business and economic
conditions will not change in a material adverse manner, that financing will
be available if and when needed on reasonable terms, that supplies, equipment,
personnel, permits and local community approval required to conduct Coventry’s
planned exploration and development activities will be available on reasonable
terms and that Coventry will not experience any material accident, labour
dispute, or failure of equipment.
However, forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Coventry to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking information. Such factors include, among others, risks and
uncertainties relating to the actual results of exploration activities being
different than anticipated, cost of labour increasing more than expected, cost
of equipment or materials increasing more than expected, fluctuations in the
price of gold and other commodities, currency fluctuations, mineral resources
not being as estimated, unexpected variations in mineral resources, grade or
recovery rates, risk of accidents, labour disputes and other risks generally
associated with mineral exploration and unanticipated delays in obtaining or
failing to obtain governmental or community approvals or financing. Although
Coventry has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking information, there may be other factors that cause actions,
events or results to not be as anticipated, estimated or intended. There can
be no assurance that forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Readers are cautioned not to place undue
reliance on forward-looking information due to the inherent uncertainty
To view this press release as a webpage, please click on the following link:
Michael Naylor, 1 416-364-3700
President and CEO
Don Halliday, 1 604-688-9478
Vice President, Investor Relations
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