Message #8 From:
Jason Date: March 7, 2008 07:40:00 AM
to the Company's news release dated December 19, 2007, issued in connection with the proposed Plan of Arrangement with Hawthorne Gold Corp. ("Hawthorne"), that Cusac has mailed a notice of a meeting (the "Notice") to the registered holders (the "Cus
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 13, 2008) - Cusac Gold
Mines Ltd. (TSX:CQC)(OTCBB:CUSIF) (the "Company" or "Cusac"), reports
that further to the Company's news release dated December 19, 2007,
issued in connection with the proposed Plan of Arrangement with
Hawthorne Gold Corp. ("Hawthorne"), that Cusac has mailed a notice of a
meeting (the "Notice") to the registered holders (the "Cusac
Debentureholders") of the Company's 11% secured convertible debentures
(the "Cusac Debentures"). Such meeting of the Cusac Debentureholders
will be held at 1500 Royal Centre, 1055 West Georgia Street, Vancouver,
British Columbia V6E 4N7, on March 14, 2008 at 11:00 a.m., local time,
for the following purposes:
1. To consider, pursuant to an order of the Supreme Court of
British Columbia and, if deemed advisable, to pass a special resolution
with or without variation, authorizing, approving and adopting a
statutory plan of arrangement under section 288 of the Business
Corporation Act (British Columbia) among Cusac and its securityholders,
and involving Hawthorne and 0811381 B.C. Ltd., a wholly-owed subsidiary
of Hawthorne, providing for, inter alia, the acquisition of 100% of the
Cusac Debentures by Hawthorne on the basis set forth in the Management
Information Circular (the "Circular"), a copy of which Cusac
anticipates to send to holders of record of Cusac Debentures under
cover of a separate letter in the week of February 18, 2008;
2. To consider any amendment to or variation of any matter identified in the Notice; and
3. To transact such other business as may be properly brought
before the Cusac Debentureholders at the meeting of the Cusac
Debentureholders or any adjournment thereof.
A copy of the Notice is attached to this news release.
About Cusac Gold Mines Ltd.
Founded in 1966 by respected mining leader Guilford Brett, Cusac
is a junior gold exploration and past-producing company focused
primarily on the Cassiar Gold Property, a 175 square kilometer package
of mineral claims located in north central British Columbia, Canada.
The Cassiar Gold Property hosts a number of gold assets, including the
Taurus Deposit, the fully permitted Table Mountain Gold Mine and the
Taurus II early state exploration area.
CUSAC GOLD MINES LTD.
David H. Brett, President & CEO
Forward Looking Statements
There are forward-looking statements contained herein that are
not based on historical fact, including without limitation statements
containing the words "believes", "may", "plans", "will", "estimate",
"continue", "anticipates", "intends", "expects" and similar
uncertainties and other factors that may cause the actual results,
events or developments to be materially different from any future
results, events or developments expressed or implied by such
forward-looking statements. Such factors include, among others, Cusac's
exploration results, lack of revenues, additional capital requirements,
risks associated with the exploration activity. These factors should be
considered carefully and readers are cautioned not to place undue
reliance on such forward-looking statements. The Company disclaims any
obligation to update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements
contained herein to reflect future results, events or developments.
Cusac Gold Mines Ltd.
c/o 1600 - 409 Granville Street Vancouver, BC V6C 1T2 Facsimile (604) 682-7576
NOTICE OF MEETING OF DEBENTUREHOLDERS
NOTICE IS HEREBY GIVEN THAT a meeting (the "Cusac
Debentureholder Meeting") of holders of the 11% secured convertible
debentures (the "Cusac Debentures") of CUSAC GOLD MINES LTD. ("Cusac")
will be held at 1500 Royal Centre, 1055 West Georgia Street, Vancouver,
British Columbia V6E 4N7, on March 14, 2008 at 11:00 a.m., local time,
for the following purposes:
1. To consider, pursuant to an order (the "Interim Order") of
the Supreme Court of British Columbia (the "Court") and, if deemed
advisable, to pass a special resolution (the "Cusac Debentureholder
Arrangement Resolution"), with or without variation, authorizing,
approving and adopting a statutory plan of arrangement (the
"Arrangement") under section 288 of the Business Corporation Act
(British Columbia) (the "BCBCA") among Cusac and its securityholders,
and involving Hawthorne Gold Corp. ("Hawthorne") and 0811381 B.C. Ltd.
("HawthorneSub"), providing for, inter alia, the acquisition of 100% of
the Cusac Debentures by Hawthorne on the basis set forth in the
Management Information Circular (the "Circular"), a copy of which Cusac
anticipates to send to holders of record of Cusac Debentures under
cover of a separate letter in the week of February 18, 2008;
2. To consider any amendment to or variation of any matter identified in this Notice; and
3. To transact such other business as may be properly brought
before the Cusac Debentureholder Meeting or any adjournment thereof.
All registered debentureholders of Cusac are entitled to attend
and vote at the Cusac Debentureholder Meeting in person or by proxy.
Cusac anticipates to send the form of the proxy to holders of record of
Cusac Debentures under cover of a separate letter in the week of
February 18, 2008. The Board of Directors of Cusac requests all Cusac
Debentureholders who will not be attending the Cusac Debentureholder
Meeting in person to read, date and sign the proxy and deliver or fax
it to Cusac's office at the address or fax number listed above. If a
Cusac Debentureholder does not deliver a proxy as aforesaid on or
before 48 hours (excluding Saturdays, Sundays or holidays) before the
time fixed for the Cusac Debentureholder Meeting or any adjournment
thereof, the Cusac Debentureholder will not be entitled to vote at the
Cusac Debentureholder Meeting by proxy. Only Cusac Debentureholders of
record at the close of business on February 8, 2008 will be entitled to
vote at the Cusac Debentureholder Meeting or any adjournment thereof.
The Arrangement will be completed pursuant to an agreement
dated for reference December 18, 2007 (the "Arrangement Agreement")
among Cusac, Hawthorne and HawthorneSub. The Circular includes a
description of the Arrangement and the Arrangement Agreement.
The Arrangement is subject to shareholder and debentureholder
approval pursuant to the Interim Order of the Court. Before the
Arrangement can become effective, it must be approved by a final order
of the Court (the "Final Order"). A copy of the Interim Order and the
proposed form of the Final Order are attached as Appendices "C" and
"G", respectively, to the Circular.
Holders of record of Cusac Debentures who are unable to attend
the Cusac Debentureholder Meeting in person and who wish to ensure that
their Cusac Debentures will be voted at the Cusac Debentureholder
Meeting are requested to complete, sign and date the form of the proxy
and deliver it by hand or e-mail in accordance with the instructions
set out in the form of the proxy and in the Circular.
Cusac anticipates that the Circular and form of the proxy will
be sent to holders of record of Cusac Debentures under cover of a
separate letter in the week of February 18, 2008.
DATED at the City of Vancouver, Province of British Columbia, this 12th day of February, 2008.
BY ORDER OF THE BOARD OF DIRECTORS
David H. Brett, President, CEO and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Cusac Gold Mines Ltd.
David H. Brett
President & CEO
Toll Free Canada: 1-800-670-6570 or USA 1-800-665-5101