Celeste Copper Announces Shareholder Approval of Related Party Transaction, and the appointment of Alan Shoesmith to the Board of Directors
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Calgary, Alberta CANADA, June 11, 2012 /FSC/ - Celeste Copper Corporation (C - TSX Venture), ("Celeste" or "the Company") announces that following its Annual General Meeting, held on June 6, 2012 in Toronto, Ontario, it has gained shareholder approval on the previously announced related party transaction with Liberty Mining & Metals LLC (see the Company's press release dated May 7, 2012).
Shareholders have approved an investment of up to $2.1 million by Liberty Metals & Mining Holdings, LLC ("Liberty Metals"), a wholly-owned subsidiary of Boston-based Liberty Mutual Insurance, in the private placement by Celeste of 23,333,333 units at a price of $0.09 per unit for aggregate gross proceeds of up to $2,100,000 where each unit is made up of one common share and one half of a common share purchase warrant and each whole common share purchase warrant ("Warrant") entitles the holder to purchase one common share at a price of $0.125 per share for a period of 30 months from the date of closing. The approval is in accordance with minority approval (as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.)
Furthermore, Celeste is pleased to announce the appointment of the Company's CEO, Alan Shoesmith to the Board of Directors and the Resignation of Norman Brewster as a director of the corporation.
Following his appointment as Chief Executive Officer, (see the Company's press release dated, May 7, 2012), Alan Shoesmith has been appointed to the Board of Directors. Mr. Shoesmith brings 40 years of commercial experience to Celeste, having previously been CEO of The Shaw Group, a highly diversified group of companies overseeing operations in specialist engineering, manufacturing and property management. Since 2001, Alan has been CEO of Baseresult Holdings and subsequently Western United Mines, the operating arm of Celeste's partially owned subsidiary Cornish Minerals Limited.
Mr. Norman Brewster has resigned as director of the corporation to focus on his existing commitments.
Farhad Abasov, Chairman of Celeste, commented, "On behalf of Celeste I would like to thank Norman for his time with Celeste and wish him well in his future endeavours. We are very happy to welcome Alan Shoesmith onto the BOD of Celeste"
Celeste is a Canadian corporation currently focused on the acquisition of an interest in Cornish Minerals Limited which controls mining rights in the historic Cornish mining region in Cornwall, England, including the South Crofty Mine as announced in a news release dated May 25, 2011. In addition, Celeste continues to assess other tin, copper and copper-gold properties for exploration and development opportunities.
Celeste shares trades on the TSX Venture Exchange under the symbol C. Celeste's website can be accessed at www.celestecopper.com. For further information, please contact:
Investor Cubed Inc. David B. McQuaig
Neil Simon Chief Financial Officer
Neither 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.
Caution Concerning Forward-Looking Information
This news release contains forward-looking statements and information within the meaning of applicable U.S. and Canadian securities laws including with respect to closing of the transaction and the timing of receiving results from Celeste's ground exploration and field program in Chile. Words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology are used to identify forward-looking statements and information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management of Celeste in light of its experience, current conditions and its expectations of future developments as well as other factors which they believe to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements and information. Risks and uncertainties that may cause actual results to vary include but are not limited to: the conditional nature of the transaction, including the requirement for approval of the transaction by the TSX Venture Exchange; uncertainties relating to the availability and costs of financing needed to complete the transaction; exploration costs varying significantly from estimates; delays in the exploration and development of, and/or commercial production from, the properties in which Celeste has an interest; the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; success of future exploration and development initiatives; competition; inability to obtain, or delays in obtaining, necessary permits and approvals from government authorities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in Celeste's annual and quarterly Management's Discussion and Analysis and other filings made by Celeste with Canadian securities regulatory authorities and available at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable laws, Celeste disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Celeste believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Celeste Copper Corporation,
Suite 497, 1811 4th St SW,
Calgary, Alberta, T2S-1W2
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Source: Celeste Copper Corporation (TSX-V: C) http://www.celestecopper.com
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