Communications DVR Inc. Announces a Proposed Qualifying Transaction With Ressources Aurtois Inc.

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Thu Oct 29, 2009 11:47am EDT

  MONTREAL, QUEBEC, Oct 29 (MARKET WIRE) -- 
Communications DVR Inc. ("DVR") (NEX: DVR.H), a capital pool company
listed on the NEX, is pleased to announce that on October 26, 2009 it has
signed a Letter of Intent (the "Letter of Intent") with Ressources
Aurtois Inc. ("Aurtois"), an arm's length party, for the potential
acquisition of all the issued and outstanding shares of Aurtois whether
directly or by way of other arrangement (a "Business Combination") such
Business Combination to constitute the Qualifying Transaction of DVR (the
"QT"), as defined in the Policy 2.4 of the TSX Venture Exchange (the
"Exchange").

    The QT will be made on the basis that one (1) common share of DVR (a "DVR
Share") will be issued to the Aurtois Shareholders for each Aurtois share
held, at a deemed price of $0.10 per DVR Share for an aggregate of
9,650,000 DVR Shares.

    About Ressources Aurtois Inc.

    Aurtois is a mineral exploration company whose head office is located in
Val-d'Or, Quebec. Aurtois has two mining properties located in Abitibi
and Temiscamingue; the "Belleterre Extreme Est" property, located near
the former Belleterre mine, and the "Stella" property, located in the
Tavernier township.

    The Belleterre Extreme Est property consists of 19 claims staked on the
ground, totaling 299 ha. The required work on the property amounts to $
15,750, while the accumulated work amounts to $ 305,471. The claims will
expire between October 4 2011 and August 3rd 2012. There are no
constraints affecting the exploration on the property. The property is
located in a suitable environment for gold mineralization, as
demonstrated in the past drilling and blasting campaigns, and the
mineralization observed corresponds to a gold mineralization type of
quartz vein related to zones of ductile-brittle shear.

    The Stella property consists of 15 staked claims, totaling 240 ha. The
required work on the property amounts to $ 15,000 while the accumulated
work amounts to $ 124,288. The claims will expire between January 12 and
21, 2011. The property is located within a staking park whose claims will
be turned into cells by the Ministere des Ressources Naturelles et de la
Faune du Quebec (the "MRNFQ"). Staking is currently prohibited in this
area, but exploration work can be conducted on the existing claims.

    The technical reports NI 43-101 for the Belleterre Extreme Est and Stella
properties have already been prepared.

    The Belleterre Extreme Est property will serve as the qualifying property
for purposes of the QT.

    Financing

    As part of the QT, DVR and Aurtois propose to complete (i) a brokered
flow-through private placement for a minimum of $525,400 at a price of
$925 per flow-through unit, each unit consisting of 1,600 DVR Shares at a
price of CDN $0.125 per share and 4,000 flow-through DVR Shares at a
price of CDN $0.20 per share (a "Flow-Through Unit"), representing an
aggregate number of 2,840,000 DVR Shares; and (ii) a brokered common
share private placement for a minimum of $250,000 at a price of $1,000
per common share unit, each unit consisting of 8,000 DVR Shares at a
price of CDN $0.125 per share and 8,000 common share purchase warrants (a
"Common Share Unit"), representing an aggregate number of 2,000,000 DVR
Shares. Each common share purchase warrant (a "Warrant") entitles its
holder to purchase one DVR Share at an exercise price of $0.175 per share
for a period of 24 months following the closing date.

    Jones, Gable & Company Limited ("JGCL") will be acting as sponsor and
broker for the QT pursuant to a sponsorship agreement entered into on
October 22, 2009 (the "Sponsorship Agreement") and an engagement letter
entered into on October 22, 2009 (the "Engagement Letter"). A minimum of
484,000 DVR Shares will be reserved for issuance upon the exercise of the
DVR broker warrants to be issued pursuant to the Flow-Through Private
Placement and the Common Share Private Placement, and 500,000 DVR Shares
will be reserved for issuance upon the exercise of the DVR sponsor
warrants to be issued pursuant the Sponsorship Agreement. 200,000 DVR
Shares will also be issued to Louis Gratton, as the share portion of a
finder's fee pursuant to a finder's agreement to be entered into shortly
(the "Finder's Agreement").

    Management Team

    The current members of the management of Aurtois and their brief
biographies are as follows:

    The board of directors of Aurtois is composed of Mr Mario Bisson,
president and CEO. Mr Bisson is a businessman who currently owns a
license from l'Autorite des marches financiers (the "AMF") and works in
the insurance industry.

    Mr. Christian Caplette, director, is also a businessman who currently
owns a license from the AMF and works in the insurance industry.

    Mr. Gordon N. Henriksen, geologist, is a director. He is also
vice-president exploration of Knick Exploration Inc., a publicly-traded
company. (TSX: KNX).

    Mrs. Pascale Bisson, director, is a business woman active in the real
estate industry and is also the manager of a bar-restaurant.

    Mr. Andre Dumont, director, is a businessman who currently owns a license
from the AMF and works in the insurance industry.

    Mr. Jacques Brunelle, director, is president and chief executive officer
of Knick Exploration Inc., a publicly-traded company. (TSX: KNX).

    Mr. Serge Martel, director, was trained as a teacher.

    A more comprehensive news release describing the details of the
transaction and complying with the requirements of Policy 2.4 of the
Exchange will be forthcoming.

    Mr. Donald Theberge Geol. a qualified person within the meaning of NI
43-101, has reviewed and approved the technical content of this press
release on behalf of Aurtois.

    Trading of DVR Shares will remain halted for now.

    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder 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
be considered highly speculative.

    In the interests of providing shareholders and potential investors with
information regarding Aurtois, including Aurtois' assessment of its and
its subsidiaries' future plans and operations, certain statements
included in this press release may constitute forward-looking information
or forward-looking statements (collectively, "forward-looking
statements"). All statements contained herein that are not clearly
historical in nature are forward-looking, and the words "anticipate",
"believe", "expect", "estimate" and similar expressions are generally
intended to identify forward-looking statements. Such statements
represent the Aurtois' internal projections, estimates or beliefs. These
statements are only predictions. Actual events or results may differ
materially. Although Aurtois believes that the expectations reflected in
the forward-looking statements are reasonable, it cannot guarantee future
results, levels of activity, performance or achievement since such
expectations are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies. Many
factors could cause Aurtois' actual results to differ materially from
those expressed or implied in any forward-looking statements made by, or
on behalf of, Aurtois and the foregoing list of important factors is not
exhaustive. These forward-looking statements are made as of the date
hereof and Aurtois disclaims any intent or obligation to update publicly
any forward-looking statements, whether as a result of new information,
future events or results or otherwise.

    "The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release."

    JGCL, subject to completion of satisfactory due diligence, has agreed to
act as sponsor in connection with the transaction. An agreement to
sponsor should not be construed as any assurance with respect to the
merits of the transaction or the likelihood of completion.


 
 "Neither
TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release."

Contacts:
Communications DVR Inc.
Jean Luc Calonne
President
514-992-1292
514-510-1235 (FAX)
jean-luc@calonne.com

Ressources Aurtois Inc.
Mario Bisson
President
819-874-2115
819-874-2118 (FAX)
res.aurtois@hotmail.fr

Copyright 2009, Market Wire, All rights reserved.

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