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Vancouver, BC V6E 3T5

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News 2009

Valterra Announces Private Placement and Two Drill Programs

December 14, 2009

Valterra Resource Corporation reported today that it proposes a private placement led by MineralFields Group whereby the company will issue a total of 13,750,000 million common shares in two non-brokered private placements for total gross proceeds of C$1,100,000. 

The proceeds from the private placement will be used to fund planned drill programs on the company’s mineral exploration projects in south-eastern BC, and for working capital. Finder’s fees may be payable. The private placement and finder’s fees are subject to regulatory approval.

Non Flow-through Unit
The company proposes to issue 6.25 million units in a non-brokered private placement at a price of C$0.08 per unit to raise $500,000. Each unit will consist of one non flow-through common share and one share purchase warrant to purchase one additional non flow-through common share at an exercise price of C$0.10 per common share for a period of two years.

Flow-through Unit
The company proposes to issue 7.5 million units in a non-brokered private placement at a price of C$0.08 per unit to raise $600,000. Each unit will consist of one flow-through common share at $0.08 per share and one half of one transferable non-flow-through share purchase warrant to purchase one additional non flow-through common share at an exercise price of C$0.15 per share for a period of two years.

The flow-through component of the private placement as to the $500,000 thereof, was marketed on a best efforts basis by First Canadian Securities® which will receive a 5 percent finder’s fee in the form of units, and two year non-flow-through finder’s fee options equal to 10 percent of the number of units subscribed for at an exercise price of $0.08 per unit, with each unit in turn consisting of a common share and half warrant exercisable on the same terms as the unit half warrant. There will be additional separately invoiced cash due diligence fees of 5 percent, with GST. All shares and warrants shall have a maximum hold period of no more than four months.

“We are very pleased to to be working with MineralFields Group”, said Valterra President, Lawrence Page. “This is an important milestone in the growth of Valterra and we look forward to working with MineralFields as we develop our holdings in south-eastern British Columbia.”

About MineralFields, Pathway and First Canadian Securities ®
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver, Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at mineralfields.com. First Canadian Securities ® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities ®.

2010 Drill Exploration Proposal for the Star Project

  1. Drilling of the main Toughnut occurrence, where approximately 1,000 to 1,500 metres of diamond drilling is  proposed. Historical drill results yielded values of 1.57 g/t Au and 1.26 g/t Ag over 24.66 metres in drill hole GWS-90-18.
  2. Expansion of the Alma N zone and further delineation of near surface gold-silver +/- copper mineralization drill-intersected during the 2009 and 2008 exploration programs. Highlights from the 2009 program at the centrally located Alma N zone included 4.07 g/t Au & 1.57 g/t Ag over 47.64 metres in drill hole VST09-007. Valterra has currently outlined approximately 250 metres of mineralized strike length to the zone which remains under-explored and open for further expansion, and
  3. Further drilling is also anticipated within the 3.5 kilometre-long mineral belt targeting the Eureka, Star and Gold Eagle zones that are defined historically by a combination of previous wide-spaced drilling, geochemical and geophysical surveys.

About Valterra Resource Corporation
Valterra is a Manex Resource Group Company with a primary focus on exploration of mineral properties in the Kootenay Region of British Columbia where it controls approximately 9,005 hectares. The Star gold-silver-copper claims, located southwest of Nelson BC and the recently acquired Toughnut gold-silver-copper-lead-zinc claim block adjoins the company’s Star claims (“Star Project”). This project area now encompasses over 1,900 ha and the claims contain five structurally aligned gold zones within the regionally prominent and historically prolific Silver King Shear Zone.

One of the Star Property mines - the Eureka (ca. 1897) - reportedly produced minor amounts of ore averaging 2.13 g/t Au, 125.0 g/t Ag and 1.77% Cu(1). This mineralized belt continues southeast-ward toward the past-producing ca. 1888 Silver King Mine and the Kena Gold property. The Silver King was BC’s first lode mine that produced a reported 4.4 million ounces of silver, while the Kena contains a 43-101 compliant measured and indicated resource of approximately 1.0 million ounces of gold(2). The region is also home to numerous historic mining camps hosting million ounce gold deposits within the Rossland camp, and the Ymir/Sheep Creek area that is currently being explored by Duncastle Gold Corp. (DUN-V).

Valterra also has an interest in the Swift Katie copper-gold porphyry/shear-hosted project near Salmo BC. In August 2009, the 7,064 ha property was the subject of a Mineral Property Working Option Agreement with Tosca Mining Corp. (formerly JRTL Capital Corp., see NR-12-09). Valterra granted Tosca a five-year option to acquire a 60% interest (subject to a 3% net smelter return royalty over the Property in favour of the original property vendors). Tosca is required to make staged cash payments to Valterra in the amount C$155,000.00, issue a total of 500,000 shares, and incur exploration expenditures on the property aggregating C$3.0 million dollars.  To date, Valterra has received $35,000 and 100,000 shares of Tosca.

Since 2007, Valterra has aggressively explored and expanded its claim blocks within the gold-enriched “Rossland Volcanic Belt” by completing over 6,225 metres of diamond drilling, conducting 505 line-kilometres of heli-borne geophysics, undertaking a variety of mapping-prospecting-sampling programs, staking mineral claims, as well as acquiring new properties and joint venturing.

Brian McGrath, P.Geo., is the Qualified Person responsible for reviewing the technical results reported in this release.

On behalf of the Board of Directors,

“Lawrence Page, Q.C.”

Lawrence Page, Q.C., President, Director,
Valterra Resource Corporation

For further information, please visit the company’s website at valterraresource.com or contact Jeff Stuart or Ran Davidson at either 1.888.456.1112 or 604.641.2771 or by email at corpdev@mnxltd.com.

This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Valterra Resource Corporation relies upon litigation protection for forward looking statements.

(1) Historical production/inventory statistics for the Eureka mine were obtained from public documents available from the BC Government Mineral Inventory File (MINFILE) database. The reporting standards used in this specific file were obtained prior to the establishment of NI43-101 regulations. Valterra Resource Corporation has not independently verified this historical data. Valterra Resource Corporation has no reason to believe that these results are not representative of mineralization associated with the underground mining activity.

(2) Resource information gathered from the Kena Property Technical Report dated June 3, 2004.

The Canadian National Stock Exchange (CNSX) has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management.

This News Release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Valterra Resource Corporation relies upon litigation protection for forward looking statements.
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