Yesterday the TSX Venture Exchange has accepted Qualifying Transaction of Cumbre Venture Inc., described in its management proxy and information circular dated August 21, 2007. Company's trading symbol will change from CUB.P to AMR, and the company will no longer be
considered a Capital Pool Company, effective from the opening on November 23, 2007.
The Qualifying Transaction includes the following issues:
1) Acquisition of all of the issued and outstanding shares of Atlas Minerals Inc. The TSX Venture Exchange has accepted for filing an Amalgamation Agreement dated September 20, 2007, between Cumbre Venture Inc. and Atlas Minerals Inc., pursuant to which the Cumbre Venture amalgamated with Atlas and acquired all of the issued and outstanding shares of Atlas.
Atlas Minerals Incorporated is the whole owner of the issued and outstanding shares of Atlas Moly Investments Corp., a corporation incorporated pursuant to the laws of the British Virgin Islands. The main mining project of the BVI company is the Tres-Chorreras Project located in the south-western part of Equador. The Tres-Chorreras Project is a copper and polymetallic property, consisting of one registered mining concession and 17 requested mining concession applications comprising a total area of 43,860 hectares.
Pursuant to the terms of the Amalgamation Agreement, each Atlas shareholder will receive one common share of the company for each Atlas share held. Based on the aggregate number of Atlas issued and outstanding shares, Cumbre Venture issued 20,787,613 shares to Atlas shareholders with a deemed value of $0.80 per share.
The above transaction was completed by November 9, 2007.
2) In conjunction with the completion of the Qualifying Transaction and pursuant to a private transaction, 900,000 shares of Cumbre Venture held under the CPC Escrow Agreement, dated December 28, 2006, were transferred within escrow.
3) Name change. Pursuant to a resolution passed by the shareholders of the company on September 19, 2007, Cumbre Venture has changed its name to “Atlas Minerals Inc.” There was no consolidation of capital.
Effective at the opening of trading on November 23, 2007, the common shares of Atlas Minerals Inc. will commence trading on the TSX Venture Exchange, and the common shares of Cumbre Ventures Inc. will be delisted. The company is classified as a 'Mineral Exploration and Development' company.
