El Capitan Precious Metals, Inc. Reports on Gold and Minerals Merger Status
Posted on: Wednesday, 23 July 2008, 09:00 CDT
El Capitan Precious Metals, Inc. (OTCBB: ECPN) ("ECPN") reported that the proposed merger between ECPN and Gold and Minerals Company, Inc. ("G&M") has reached the stage at which ECPN is ready to file a Form S-4 registration statement with the Securities and Exchange Commission.
Due to the time-consuming nature of the preparation of a Form S-4 and the uncertainty of the timing of the SEC review process, the companies have worked with counsel to examine alternative structures for the transaction. While alternatives were identified, none held significant promise to be less time-consuming or more cost-effective for shareholders.
The companies have now concluded that the Form S-4 registration process will ultimately be the optimal path forward, and have decided to continue to pursue the merger structure as previously announced.
Both companies have agreed, however, that ECPN will delay the filing of the Form S-4 until sufficient funding is raised to cover accrued and future merger expenses. Once the registration statement is filed, the SEC review process is expected to take several months. Upon receiving SEC consent, G&M would call a special shareholders meeting to approve the merger. Shares of ECPN stock would be distributed to G&M shareholders shortly after approval of the merger.
Ken Pavlich, president and CEO of ECPN, stated, "While we had originally anticipated that the merger would be complete by this point in time, we experienced numerous unexpected delays in the due diligence process, primarily related to obtaining current audited financial statements and documentation related to historical G&M transactions. Preparation of these due diligence documents substantially increased the costs of the process for both parties. G&M management has made every effort to provide ECPN with appropriate documentation, and we are confident that the merger can now move forward as sufficient funding becomes available.
"The management and Boards of both companies agree that primary use of funds must be dedicated to furthering progress on the metallurgical and permitting tasks associated with the El Capitan precious metals project. As joint venture accounts are brought current by G&M, the merger process will continue."
About El Capitan Precious Metals, Inc.
El Capitan Precious Metals, Inc. is a U.S. based mineral exploration company whose primary asset is a 40% interest in the El Capitan precious metals project, located in Lincoln County, New Mexico. The Company's stock trades on the Over-the-Counter Bulletin Board under the symbol ECPN.
Forward-Looking Statements
Statements herein which are not historical facts, such as estimates of the volume and grade of mineral deposits, future production levels, exploration results and plans, costs, and prices are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, expected or implied. These risks and uncertainties include, but are not limited to, metals price and production volatility, exploration risks and results, discrepancies between different types of testing methods, some or all of which may not be industry standard, political risks, permitting risks, project development risks and ability to raise financing. For a more detailed discussion of risks and other factors that may impact these forward-looking statements please refer to the Risk Factors and other discussion contained in the Company's quarterly and annual periodic reports on Forms 10-QSB and 10-KSB on file with the SEC. The Company undertakes no obligation and has no intention of updating forward-looking statements.
For further information, please visit the company's website at www.ElCapitanPMi.com.
Source: Business Wire
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