April 3, 2006
Andover Ventures Inc. (the "Company" or “Andover”) [NEX: AOX.H] is pleased to announce it has entered into an option agreement dated March 27, 2006 with Full Metal Minerals Ltd (“Full Metal”) (FMM:TSX-V) whereby Andover can earn a 60-per-cent interest in Full Metal's Kamishak property. The option agreement will constitute the Company’s Qualifying Transaction under Policy 2.4 of the TSX Venture Exchange (the “TSX-V”). The Company expects to graduate from the NEX to Tier 2 status on the TSX-V as a mining issuer in connection with receipt of the approval of the TSX-V for the option agreement.
The Kamishak property is located approximately 440 kilometres southwest of Anchorage, Alaska, 20 kilometres west of tidewater and 80 kilometres south of Northern Dynasty's Pebble deposit. The primary target is an intrusive-related breccia pipe hosting copper-gold mineralization. A previous operator completed 17 shallow core holes in the early 1990s in one of the two breccia zones. Highlights of historic drilling include:
- 50 metres of 1.32 grams per tonne gold and 0.22 per cent copper;
- 21.3 metres of 0.85 gram per tonne gold and 1.08 per cent copper; and
- 3.05 metres of 12.6 grams per tonne gold and 0.49 per cent copper.
Both disseminated and breccia pipe types of copper-gold mineralization consisting of chalcopyrite, pyrite and magnetite, were discovered. In 2005, mapping and sampling completed by Full Metal identified extensions to the breccia to the south. Interpretation of the historic drilling suggests that the breccia is open for expansion to the west and east as well as to depth. A summary and location of historic drill holes and geology of the prospect is available for review on Full Metal's website.
The 2006 program will consist of a minimum 750 metres of diamond drilling and additional surface exploration. The initial phase will focus on expanding the extent of known mineralization identified in historic drilling.
In order to earn a 60% interest in the Kamishak property, Andover must incur exploration expenditures of US$2-million over four years, including US$300,000 during 2006. Andover must also make cash payments totaling US$80,000 (US$20,000 during the first year) and issue 525,000 shares (150,000 during the first year) over the four-year option term. Full Metal will manage the exploration program for a 10-per-cent management fee. The Company will pay a finder’s fee of 50,000 shares upon closing of the acquisition.
To facilitate the first year work program and provide for general operating capital the Company intends to raise, on a non-brokered private placement basis, up to $500,000 at a price of 25 cents per unit. Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.48 per share for eighteen months from closing.
Upon completion of the acquisition, the board of directors of Andover will consist of current directors Michael England, Frank Underhill, Walter Brenner and Phil Taneda.
Michael England became involved in the public markets in the early 1980s working with firms such as Richardson Greenshields and RBC Dominion Securities. Since 1995, Mr. England has been directly involved with public companies and holds or has held corporate directorships in several companies. In this capacity, he has been instrumental in resource property acquisitions as well as providing strategic business consulting, investor relations services and capital financing services. In addition to being a director of the Company, he is also a director of First Star Resources Inc. (TSX-V:FRS) and a past director of United Bolero Development Corp. (TSX-V:UNB).
Frank Underhill has been involved in capital markets for over 30 years as a licensed stockbroker, financier and principal of public companies. In addition to acting as president and director of the Company, he is currently the President and Chief Executive officer of Hellix Ventures Inc. (TSX-V:HEL), an active petroleum producing company.
Walter Brenner is an independent business consultant and has served as an officer and director of various emerging growth companies, specific duties including administration, raising capital and evaluating business opportunities. Mr. Brenner has been a director and/or officer of a number of reporting issuers, and is currently the Chief Financial Officer, Secretary and a Director of Hellix Ventures Inc and President of Abington Ventures Inc. (TSX-V:ABV). He received his law degree from Osgood Hall (York University) in 1991.
Philip Taneda has for the past 10 years been a business consultant primarily in the advertising and marketing industry in both private and public sectors. He currently performs sales and marketing work for Sears Roebuck & Co. in British Columbia. He was previously a director of Consolidated Excellerated Resources Inc. (TSXV:CRR).
In addition to standing board members, Mr. Marvin and Mr. Mitchell, P.Eng, has agreed to join the board. Mr. Mitchell is a Qualified Person pursuant to NI 43-101, received his degree from the Montana College of Mineral Science and Technology in 1968 (formerly Montana School of Mines). He has over 38 years experience in the mineral exploration industry including 8 years as Exploration Manager for the Minerals Division of Ranger Oil Ltd and is a registered professional engineer in the Province of British Columbia. Mr. Mitchell is currently a director of Island Arc Exploration Inc. (TSX-V:IAX) and Challenger Development Corp. (TSX-V:CDQ.H).
The technical information in this news release was prepared under the supervision of Robert McLeod, who is vice-president of exploration for Full Metal and a qualified person under National Instrument 43-101. A quality assurance/quality control program was implemented in connection with the 2005 work program.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to the requirements Exchange requirements, majority of minority shareholder approval. Where applicable, the transaction cannot close until the required approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should by considered highly speculative.
ON BEHALF OF THE BOARD
Per: Frank Underhill
Frank Underhill, President
The TSX Venture Exchange has not reviewed nor does it accept responsibility for the adequacy or accuracy of this press release. |