CT Developers Ltd. Announces Proposed Qualifying Transaction
115 Vine Avenue Toronto, Ontario M6P 1V9
NEWS RELEASE
CT Developers Ltd. Announces Proposed Qualifying Transaction
May 18, 2012 – Vancouver, British Columbia (TSX-V: DEV.P). CT Developers Ltd. ("CT" or the "Company"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated May 18, 2012 (the "Letter of Intent") for the acquisition (the "Proposed Transaction") of Viscount Mining Ltd. ("Viscount"), a private British Columbia company, by way of share exchange with the shareholders of Viscount. Upon completion of the Proposed Transaction, the business of Viscount will become the business of CT.
CT is a capital pool company and the Proposed Transaction is intended to constitute CT's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and accordingly is not expected to require the approval of CT shareholders.
About Viscount
Viscount is a mining exploration stage company with property interests in northeastern Nevada. Viscount holds the right, title and interest in patented and unpatented claims comprising approximately 2,300 acres in the Cherry Creek region of Nevada's White Pine County (referred to as the "Cherry Creek Property") and certain mill rights. The Cherry Creek Properties include several past producing mines with known deposits of gold and silver.
Terms of the Proposed Transaction
Pursuant to the terms of the Letter of Intent, CT will acquire all of the issued and outstanding shares of Viscount in exchange for approximately 14,935,000 common shares of CT (the "Transaction Shares"). The Transaction Shares will be issued to the shareholders of CT pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares will be subject to resale restrictions as required under the applicable securities legislation and the Exchange and will also be subject to escrow restrictions as required by the Exchange.
In connection with the Proposed Transaction, the Company will change its name to one acceptable to Viscount and to applicable regulatory authorities and [will be seeking the approval of its shareholders for such name change at the Company's annual and special meeting which will be held at a time to be announced.
It is expected that upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 Mining Issuer on the Exchange.
Completion of the Proposed Transaction is subject to a number of conditions, including execution of a definitive share exchange agreement, completion of satisfactory due diligence, receipt of applicable regulatory approvals and completion of the Concurrent Financing as set forth below. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Concurrent Financings
The terms of the Letter of Intent provide for the completion, concurrent with closing of the Transaction, of an initial private placement financing for gross proceeds of $1,000,000 at approximately $0.20 per common share which the parties will jointly raise, as well as an additional best efforts private placement sufficient to carry out the first phase work program on the Cherry Creek Property and provide the Resulting Issuer with adequate working capital. In connection with the financings and subject to regulatory approval, the Company will pay finder's fees in cash or securities in accordance with the policies of the Exchange. All securities issued pursuant to the private placement financings will be subject a hold period of four months.
Management of Viscount and the Resulting Issuer
The following are the present members of management and the directors of Viscount:
Kaare Foy – Proposed Chairman of the Board
| • Former Executive Chairman of Great Panther Silver Limited (8 years) - remains | |
| as a consultant | |
| • Former Director of Great Panther Silver (18 years) | |
| • Executive Chairman & Director of Cangold Limited | |
| • President, Oceanic Management Limited | |
| • Director, Golden Prospect Precious Metals Limited (CISX listed) | |
| • Served with Loscam Materials Handling Limited (Australia) and Greenchip | |
| Investments PLC (UK) | |
| • 30-years serving on boards of public companies in Australia, Canada and UK. | |
| James Mackenzie – Proposed Chief Executive Officer and President | |
| • Has led the development of numerous Joint Venture Mining agreements, land | |
| acquisitions, and exploration contracts | |
| • Expert in the development, structure, operation and financing of private/public | |
| companies with a successful track record of raising equity and project capital, and | |
| in selecting appropriate underwriters/brokers/dealers in Canada and the United | |
| States | |
| • Has consistently demonstrated strong results through strategic planning, quality | |
| acquisitions and partnerships |
Derick Sinclair – Proposed Chief Financial Officer
- Chief Financial Officer of Cadan Resources Corporation and Madeira Minerals Ltd.
- Over twenty years experience in management, financing and accounting serving publicly – traded companies.
Dr. Howard Lahti – Proposed VP of Exploration
- Worked in a wide variety of exploration roles with Texas Gulf Co, followed by Dresser Minerals Inc, Boliden Preusag, Millennium Gold (Thailand) Ltd., Pancontinental (Canada) Ltd, Barringer Research and Cerro Canada Ltd.
- Focused on precious and industrial metals throughout his career and around the world.
- In 2006 directed drilling program for UC Resources on McFaulds #3 VMS deposit and the Noront new MMS Copper-Nickel-PGE deposit.
- "Qualified person" under National Instrument 43-101
- Founded and managed Deep Search Exploration Technologies Inc. (DSET), a geochemical service company.
William Macdonald – Proposed Director
- Founder and principal of Macdonald Tuskey, Corporate and Securities Lawyers
- Extensive experience serving companies listed on the Toronto Stock Exchange, TSX Venture Exchange, CNSX and OTCBB.
- Advises public and private companies on legal matters related to acquisitions, mergers, takeovers, initial public offerings, secondary financings, cross-border financings, cross-border mergers and acquisitions, public company disclosure requirements and stock exchange listings.
Andrew Gertler – Proposed Director
- Business Development and Client Relations with Lester Asset Management Inc.
- Consultant on merger and acquisition activities, cross-border financings, corporate reorganization and private equity investments.
- Currently a director of Hunt Mining Inc.
Andrew McCreath – Proposed Director
- President, McCreath Communications, a producer of geopolitical and marketcentric conferences and events.
- Produced events across Canada and worked with Alan Greenspan, United States Presidents Bill Clinton, George W. Bush and George Bush Sr., Tony Blair, Colin Powell, Rudy Giuliani, Paul Volcker, Lance Armstrong, and Donald Trump.
- Formerly at Wellington West Capital, BMO Nesbitt Burns, and the National Hockey League's head office in New York.
- Appointed to the Board of SaskPower in 2010
- Andy was named as one of "Canada's Top 40 Under 40" in 2011
At the closing of the Proposed Transaction, all but one of the present directors and officers of CT will resign in favour of Messrs. James Mackenzie, Andrew Gertler, Andrew McCreath, Kaare Foy and William Macdonald.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. CT is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements under subsection 3.4(a)(ii) of Policy 2.2 of the Exchange Corporate Finance Manual, however, there is no assurance that CT will ultimately obtain this exemption.
Trading Halt
Upon the execution of the Letter of Intent, the shares of CT were halted and it is expected that they will remain halted until completion of the Qualifying Transaction.
Other Information and Updates
CT and Viscount will continue to provide further details in respect of the Proposed Transaction, in due course, by way of news releases.
For further information please contact:
Norman Eyolfson President & Chief Executive Officer Phone: (416) 604-7620
Statements in this press release regarding CT's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
COMPLETION OF THE PROPOSED 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 PROPOSED TRANSACTION CANNOT CLOSE UNTIL THE REQUIRED SHAREHOLDER APPROVAL IS OBTAINED. THERE CAN BE NO ASSURANCE THAT THE PROPOSED 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 PROPOSED 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.
THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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.