2012-09-10 15:36:07 -
Not for Distribution to U.S. News Wire Services or for Dissemination in the U.S.
Toronto, Ontario CANADA, September 10, 2012 /FSC/ - Goldstream Exploration Ltd.,(formerly Brea Resources Corp.) (the "Company") and Goldstream Exploration Ltd. ("Goldstream") are pleased to announce (i) the completion of the previously announced acquisition of all of the issued and outstanding shares of Goldstream by the Company by way of a three-cornered amalgamation (the "Transaction"); (ii) the name change of the Company from Brea Resources Corp. to Goldstream Minerals Inc. pursuant to the Transaction; (iii) the satisfaction of the escrow release conditions related to the previously announced brokered private placement of subscription receipts and flow-through subscription receipts; (iv) the share consolidation of the Company's common shares on
the basis of one post-consolidation common share for each two and one-half pre-consolidation common shares held.
On August 17, 2012 the TSX Venture Exchange (the "Exchange") issued its conditional approval of the Transaction and listing of the Company on the Exchange as a Tier 2 Issuer. The Company's common shares (the "Shares") will commence trading on the Exchange under the ticker symbol "GSX" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction and its approval of the listing of the Shares. The Company will issue a news release once the Exchange confirms satisfaction of its listing conditions and will then advise of the expected listing date.
Prior to the completion of the Transaction, the Company completed a private placement (the "Financing") raising aggregate gross proceeds of $931,600 through the sale of 5,275,715 common share subscription receipts ("Subscription Receipts") at $0.14 per Subscription Receipt (pre-consolidation) and 1,206,250 flow-through common share subscription receipts ("Flow-Through Subscription Receipts") at $0.16 per Flow-Through Subscription Receipt (pre-consolidation). Each Subscription Receipt and Flow-Through Subscription Receipt automatically converted into one common share of the Company and one flow-through common share of the Company upon satisfaction of the escrow release conditions. The net proceeds from the Financing will be used for the work contemplated on the material properties of the Company as contemplated in the Filing Statement. The Company confirms that the escrow release conditions have now been met, and the Subscription Receipts and Flow-Through Subscription Receipts will be converted into the respective common shares and flow-through common shares. Upon completion of the Transaction the Company will have 45,582,481 commons shares issued and outstanding.
In connection with the Transaction, the Company is pleased to announce its board of directors as follows: Richard Kilpatrick, Peter Tagliamonte, Michael Berry, Kevin Bullock, Brian Maher, John Vettese and Tony Wood. In addition, the Company is pleased to announce the appointment of Richard Kilpatrick as President and Chief Executive Officer, Michael Galloro as Chief Financial Officer and Paul Dunbar as Vice President of Exploration.
About the Company
Goldstream Minerals Inc. is a gold exploration and development company with its material property being the Hardrock East Property located in the Beardmore-Geraldton gold camp of northern Ontario. The Hardrock East Property consists of over 350 square kilometres in the eastern portion of the Beardmore-Geraldton gold camp and is comprised of four different properties: Milestone, Adel, Pagwachuan Lake and Klotz Lake (Solarus).
ON BEHALF OF THE BOARD OF DIRECTORS
GOLDSTREAM MINERALS INC.
President & CEO
For further information, please contact Richard Kilpatrick, President & CEO, at (416) 309-4299.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction or approved or disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian legislation, concerning the business, operations and financial performance and condition of the Company. Forward-looking information includes, but is not limited to statements with respect to the anticipated developments in operations in future periods; planned exploration and development activities; the adequacy of financial resources; the interpretation of drill results; and the success of exploration activities. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled estimates", "forecasts", "intends", "anticipates", "does not anticipate", or "believes", or variations of such words and phrases or statement that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur", or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: unexpected events during exploration and operation; delay or failure to receive board or government approvals; timing and availability of external financing on acceptable terms; conclusions of economic evaluations; changes in project parametres as plans continue to be refined; future prices of commodities; possible variations in resource, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; acts of terrorism; accidents, labour disputes and other risks of the mining industry; delays in the completion of development or construction activities, as well as those factors discussed herein. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking statements that are incorporated herein, except in accordance with applicable securities laws
GOLDSTREAM MINERALS INC.
(formerly Brea Resources Corp.)
1510 - 141 Adelaide Street West
Toronto, ON M5H 3L5
Telephone: (416) 309-4299
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Source: Goldstream Exploration Ltd
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