Callinan sets Record and Meeting Dates for Spin-Out Transaction
posted on
Mar 25, 2011 02:36PM
Royalty interest in two producing mines in Flin Flon, Manitoba
cnw  
VANCOUVER, March 25 /CNW/ -Callinan Mines Limited (TSXV: CAA) (OTCBB:
 CCNMF) announces that the Board of Directors has set the date for the
 special meeting (the "Meeting") of Callinan shareholders to consider
 the spin-out transaction (the "Transaction") previously announced on
 October 25, 2010.  The Board has set June 7, 2011 as the date for the
 Meeting and April 28, 2011 as the record date for the Meeting.  A
 complete description of the Transaction will be set forth in a
 management information circular to be sent to Callinan's shareholders
 in connection with the Meeting.
The Transaction is intended to provide Callinan shareholders with the
 opportunity to continue to participate in both aspects of Callinan's
 present holdings.  Pursuant to the Transaction, Callinan's exploration
 assets, including Callinan's interest in the Coles Creek polymetallic
 project in British Columbia, and the Gossan Hill gold and silver
 Project in Manitoba, will be transferred to a new corporation
 ("Newco").  Following the implementation of the Transaction, which will
 be accomplished through a plan of arrangement, the shareholders will
 hold shares in two corporations, existing Callinan and Newco.  Existing
 Callinan shareholders will receive the same percentage interest in
 Newco as they presently hold in Callinan.  Callinan will continue to
 hold a 6⅔% Net Profits Interest royalty and a $0.25 per ton royalty in
 the 777 Mine at Flin Flon, Manitoba, Canada, which produces copper,
 gold, zinc and silver and is operated by HudBay Minerals Inc., as well
 as the War Baby mineral property.
The implementation of the Transaction is subject to, among other things,
 further Board and shareholder approval of the final structure and terms
 and the arrangement agreement to be entered into with Newco.  The
 Transaction is also subject to Court approval and other regulatory
 approvals, including TSX Venture Exchange ("Exchange") acceptance of
 the Transaction and the continued listing of Callinan common shares on
 the Exchange and conditional listing approval of Newco shares. No
 application for listing has been made and there is no assurance that
 approval will be granted.
On Behalf of the Board of Directors,
Mike Muzylowski
Mike Muzylowski
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.
Some statements in this news release contain forward-looking
 information. These statements include, but are not limited to,
 statements with respect to the Transaction, the expected benefits of
 the Transaction, the completion of the Transaction and the receipt of
 shareholder and regulatory approvals for the Transaction. These
 statements address future events and conditions and, as such, involve
 known and unknown risks, uncertainties and other factors which may
 cause the actual results, performance or achievements to be materially
 different from any future results, performance or achievements
 expressed or implied by the statements. Such factors and assumptions
 include, among others, the effects of general economic conditions, the
 price of gold, silver, copper and other metals, changing foreign
 exchange rates and actions by government authorities, uncertainties
 associated with legal proceedings and negotiations and misjudgments in
 the course of preparing forward-looking information.  In addition,
 there are known and unknown risk factors which could cause Callinan's
 actual results, performance or achievements to differ materially from
 any future results, performance or achievements expressed or implied by
 the forward-looking statements. Known risk factors include risks
 associated with the ability obtain any necessary approvals, waivers,
 consents and other requirements necessary or desirable to permit or
 facilitate the Transaction, the risk that any conditions of the
 Transaction may not be satisfied, risks associated with project
 development; the need for additional financing; operational risks
 associated with mining and mineral processing; fluctuations in metal
 prices; title matters; environmental liability claims and insurance;
 reliance on key personnel; the potential for conflicts of interest
 among certain officers, directors or promoters of Callinan with certain
 other projects; currency fluctuations; competition; dilution; the
 volatility of Callinan's common share price and volume; tax
 consequences to U.S. investors; and other risks and uncertainties.
 Forward-looking statements are made based on management's beliefs,
 estimates and opinions on the date that statements are made and
 Callinan undertakes no obligation to update forward-looking statements
 if these beliefs, estimates and opinions or other circumstances should
 change, except as required by law.
For further information: 
 Braden Maccke, 736 Granville Street, Suite 1100, Vancouver, BC, V6Z 1G3,  Telephone: (604) 605-0885, Toll-Free: 1-877-228-5210, Fax: (604)  605-0886, Email: info@callinan.com, Website: http://www.callinan.com/">www.callinan.com