Minati Capital Corp. provides a corporate update on its Qualifying Transaction
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Minati Capital Corp. provides a corporate update on its Qualifying Transaction
November 22, 2010: Vancouver, B.C.: Minati Capital Corp. (TSX-V: MNN.P) (“Minati” or the “Company”) is pleased to announce that it has entered into an agreement in principle with Lateegra Gold Corp. (“Lateegra”) (TSXV: LRG) dated November 2, 2010 (the “LOI”) under which Minati will have the option to acquire up to a 75% interest in seven of Lateegra’s claim blocks, (together, the “Properties”), all located in the Satterly Lake and Shabumeni Lake areas, Ontario (the “Proposed Acquisition”).
The Proposed Transaction will constitute Minati’s Qualifying Transaction as such term is defined in the policies of the TSX Venture Exchange (the “Exchange”). Upon completion of the Proposed Acquisition, Minati expects to be a Tier 2 Mineral Exploration Issuer.
Pursuant to the terms of the LOI, Minati will earn a 51% interest in the Properties over a two-year period in consideration for total cash payments of $75,000 and 1,600,000 common shares of Minati, with $25,000 and the 200,000 common shares to be paid on closing, $25,000 and 400,000 common shares on the first anniversary of closing, $25,000 and 1,000,000 on the second anniversary of closing. In addition Minati will pay all fees and taxes payable in connection with the properties. Minati may earn an additional 24% interest upon the delivery of a bankable feasibility study. The remaining 25% interest in the Properties will remain with Lateegra as a joint venture. There will be minimum exploration expenditures required in the Option Agreement of $150,000 in the first year, $350,000 in the second year, and $1,000,000 in the third year.
The Proposed Acquisition is an arms-length transaction and is not subject to shareholder approval. There will be no change in the directors, officers or insiders of the Company.
Concurrent with the Proposed Acquisition, Minati will undertake a financing (the “Financing”) for gross proceeds of not less than $500,000 to fund exploration programs on the Properties and for general working capital. The private placement may be partially brokered. The proposed pricing of the Financing will be determined by management of the Company in accordance with Exchange policies.
Summary of Significant Assets
The Satterly Lake Property is located approximately 100 kilometres to the east-northeast of Red Lake, Ontario. The Property is composed of two claim blocks in the Red Lake Mining District on the Shabumeni Lake Area (G1881) and Satterly Lake Area (G1874) claim maps. Block 1 is comprised of five staked claims totaling 79 contiguous units covering 1,264 hectares. Block 2 straddles the Shabumeni Lake-Satterly Lake claim map boundary covering 336 ha over 21 units between two claims.
A historic work program completed by Zorin Industries in 2009 on the Satterly Lake Property confirmed the presence of a wide-spread gold system on the Green Camp occurrences. The 20 gold assays collected from the Green Camp North occurrence averaged 1.1 grams/tonne gold. Sampling from the Green Camp occurrence, 600 m to the south-southwest, averaged 1.2 grams/tonne from 8 samples with a maximum gold assay of 4.4 grams/tonne. Historic drilling by St.Joe Canada also reported intersections of up to 1.37 grams/tonne gold over 117 metres.
An orientation MMI soil survey and general prospecting completed during August, 2010 for Lateegra by Devon Corp. over the Green Camp occurrences produced widespread gold anomalies confirming the historic results that an open and potentially large low-grade gold system may exist on the property.
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Garry K Smith, P.Geo., is an independent Qualified Person as defined in National Policy 43-101, is a consulting geologist, and supervised the Devon Corp. programs. He is responsible for and has reviewed and approved all geological information contained in this news release.
Description of Significant Conditions to Closing
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange Policies. Minati intends to apply for an exemption from sponsorship requirements; however there is no assurance that it will obtain this exemption. Completion of the Proposed Acquisition is also subject to satisfactory completion of due diligence, including the Technical Report and a title opinion on the Properties, the completion of the Financing, and the approval of the directors of each company, and the Exchange.
Corporate Update
Minati advises that the previously announced Share Exchange Agreement to acquire Cairns Mining Australia Ltd. has been terminated. Minati is no longer pursuing the Qualifying Transaction with Cairns.
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, 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.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture 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.