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Message: Spin-Out Question

I'm not sure if I am interpreting this information correctly, however there looks to be some conflicting information between the Gold Summit 43-101 report and the news release for the Havilah spin-out from back in August. Can anyone clarify the two statements below?

The 43-101 report for Gold Summit provides the below information regarding the proposed spin-out:

The St. Elias board of directors have decided to „spin-out‟ the company‟s British Columbia mineral assets into a separate and new public company, namely Havilah Mines Ltd. The Gold Summit is one of these spin out properties. Upon completion of the arrangement, Havilah will acquire all of St. Elias‟ interests in the spin-off BC properties (including the Gold Summit) and each St. Elias shareholder, other than a dissenting shareholder, will acquire one New St. Elias Share and one-twentieth of one Havilah share for each share held. The new St. Elias shares will be identical to the present shares.

However, on reading the News Release from August 23, 2011:

Under the terms of the proposed transaction, St. Elias will transfer 100% of its interest in all of its British Columbia mineral properties to Havilah Mines Ltd. (“Havilah”), a new company incorporated for the purpose of facilitating the Plan of Arrangement. St. Elias will retain 100% of its interest in all of its Peruvian gold properties. St. Elias will not have any change in its capitalization. Application will also be made to list the common shares of Havilah on the TSX Venture Exchange (the “Exchange”).

Under the proposed Plan of Arrangement, the current shareholders of St. Elias will continue to participate in the exploration and development of St. Elias’ Peruvian gold properties but will also participate in the exploration of a strategic group of British Columbia properties.

St. Elias shareholders will be entitled to receive one common share of Havilah for every 20 common shares of St. Elias held as of the effective date of the Plan of Arrangement. No St. Elias options or warrants will entitle the holders to receive any shares or other convertible securities of Havilah, except to the extent such holders exercise such options or warrants, as the case may be, to acquire common shares of St. Elias prior to the effective date of the Plan of Arrangement. There will be no change in
shareholders’ holdings in St. Elias as a result of the Plan of Arrangement.


If we are to receive 1 St Elias share (as well as 1 Havilah for every 20 St Elias shares), then following this would there not be twice as many St Elias shares as there is currently?

Again, not sure I've got this right, any help is greatly appreciated.

Best,

Tompy

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