Tajiri Ventures to Option Gateau Property from Otish Energy Inc. for Qualifying Transaction
TAJIRI VENTURES CORP.
Suite 1123 – 409 Granville Street Vancouver, BC V6C 1T2 Telephone: (604) 642-0115 Fax: (604) 642-0116
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TAJIRI VENTURES TO OPTION GATEAU PROPERTY FROM OTISH ENERGY INC. FOR QUALIFYING TRANSACTION
Vancouver, BC, October 29, 2010 - Tajiri Ventures Corp. (the "Company") (TSX.V – TAJ.P) announces that it has entered into an option agreement (the “Option Agreement”) dated October 20, 2010 with Otish Energy Inc. (“Otish”), a public company listed on the TSX Venture Exchange (TSX.V-OEI), to earn an 80% interest in Otish’s Gateau Property claims located in the Otish Basin, Quebec, Canada (the “Gateau Property”). The transaction will constitute the Company’s “qualifying transaction” as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”). Following completion of the Qualifying Transaction, the Company will be a Tier 2 Mining Issuer involved in the mineral resources exploration and development business. Specific details are as follows:
Proposed Transaction
Under the terms of the Option Agreement, the Company has been granted the exclusive option (the “Option”) to acquire an 80% undivided interest in 279 mineral claims comprising approximately 14,144.46 hectares located in the Otish Basin mining district in Quebec, Canada.
In order to exercise the Option, the Company must pay to Otish the sum of $500,000, incur a total of $1,000,000 in exploration expenditures on the Gateau Property and issue an aggregate of 5,250,000 common shares (the “Payment Shares”) in its capital stock, over a period of four years as follows:
Exploration
| Shares | Cash | Commitments | |
|---|---|---|---|
| Upon regulatory approval | 750,000 | nil | nil |
| First Anniversary | 1,000,000 | $100,000 | $200,000 |
| Second Anniversary | 1,000,000 | $100,000 | $200,000 |
| Third Anniversary | 1,000,000 | $100,000 | $300,000 |
| Fourth Anniversary | 1,500,000 | $200,000 | $300,000 |
The Payment Shares may be subject to such escrow requirements as may be imposed by the Exchange and all the Payment Shares will be subject to the four month hold period imposed by the Securities Act (British Columbia).
No finder’s fee is payable with respect to the acquisition of the Gateau Property.
The Qualifying Transaction will not be considered to be at arm’s length, as Zachery Dingsdale, the President, CEO and a director of the Company, is a director and shareholder of Otish. In addition, Steve Smith, the President, CEO and a director of Otish, is a director and shareholder of the Company.
Description of the Gateau Property
The Gateau Property is located in the Otish sedimentary basin of Proterozoïc age, underlain by an older Archean basement. It is made up of subhorizontal strata that cover a NE/SW area of 120 km x 60 km.
Historically, intensive exploration started in the late sixties when the Otish sedimentary basin was identified as a potential setting for uranium deposits. Exploration programs were carried out fairly steadily between 1967 and 1985 by major players such as Uranerz Mining Exploration Ltd., Seru Nucleaire (Cogema), SOQUEM, SDBJ, and many more.
In 2007, the property was acquired by Kakanda Resources Inc. (“Kakanda”) and an NI 43-101compliant technical report was produced. In February 2008, Kakanda announced a name change to Otish. Otish completed a drilling program in 2008, with seven holes totalling 1,220 metres drilled along the Proterozoic/Archean discontinuity in the northeast part of Block C. A conductive zone consisting of pyrite, pyrrhotite and graphite mineralization associated with a cherty tuff within mafic volcanites was intersected.
The recommended exploration work has been divided into two phases. Phase 1 includes a helicopter-borne transient-EM, magnetic and radiometric survey. This survey would outline faults, geological formations and EM conductors, and would be followed by detailed geological compilation and target generation based on the airborne survey and geological compilation. The budget for the cost associated for Phase I is $284,625.
For Phase 2, 2,000 m of diamond drilling are suggested to test the most promising targets. The budget for the cost associated for both phases is $991,875.
Donald Théberge, Eng., M.B.A., one of the co-authors of the 43-101 report, is the Qualified Person as defined by National Instrument 43-101.
Terms of the Qualifying Transaction
The closing of the Option Agreement is subject to the following conditions precedent:
- each Company completing its due diligence investigations of the other;
- the Exchange waiving requirement for a sponsor;
- the passing of resolutions by the majority of the minority shareholders of the Company approving the Qualifying Transaction;
- receipt of written notice from the Exchange that the Exchange has accepted for filing all material amounting to the Company’s Qualifying Transaction;
- the Company raising at least $700,000, which funds will be used to pay the initial Option costs and proposed exploration work program on the Gateau Property; and
- the reservation by the Company of 750,000 common shares for issuance pursuant to the grant of incentive stock options to new directors, officers and employees, exercisable for a period of two (2) years at a price of $0.15 per share.
Private Placement
In order to satisfy the financing condition of the Qualifying Transaction, the Company will undertake a non-brokered private placement totaling $700,000. These funds will be raised by the Company issuing up to 7,000,000 subscription receipts (the “Subscription Receipts”) at a price of $0.10 per Subscription Receipt.
Up to 6,750,000 of the Subscription Receipts will be automatically convertible, for no additional consideration, into non-flow-through units of the Company (“NFT Units”) upon satisfaction of certain conditions relating to the Company’s Qualifying Transaction. Each NFT Unit will consist of one non-flow-through common share and one share purchase warrant entitling the holder thereof to acquire one additional non-flow-through common share of the Company for a period of two years at a price of $0.15. The balance of the Subscription Receipts will be automatically convertible, for no additional consideration, into 250,000 flow-through common shares of the Company (“FT Shares”) upon satisfaction of certain conditions relating to the Company’s Qualifying Transaction.
A finder’s fee may be paid on a portion of the private placement, subject to Exchange policies. The concurrent financing will close at the time of and will be conditional upon the closing of the Qualifying Transaction.
The proceeds of the private placement will be used fund the initial acquisition costs and proposed work program on the Gateau Property, and for general working capital purposes.
Change in Management
It is proposed that Albert (Rick) Timcke will be appointed to the Company’s board of directors and named President and CEO upon closing of the Qualifying Transaction and concurrent with the resignation of one existing board member. The following provides a summary of each proposed board members.
Albert (Rick) Timcke CEO, President and Director
Mr. Timcke holds a Business Administration Diploma from the British Columbia Institute of Technology (1984). For more than 17 years he has been involved in the public equity markets, with a particular focus on Canadian-based resource issuers. In 1996, Mr. Timcke became Vice President of Corporate Development for International Panorama Resources, a Canadian-based publically traded resource issuer and was responsible for raising financing for this company for exploration and corporate development activities. In 1999, Mr. Timcke became President, CEO and Director of Kidstoysplus.com, Inc., a US publicly listed company. In this position, Rick raised capital for corporate expansion led company operations and successfully sold the company in 2002. Mr. Timcke continued his career providing general business consulting services from January 2003 to November 2005. He provided investor relations services to Playfair Mining Ltd (TSX-V PLY) from November 2005 until July 2007. Mr. Timcke was a founding shareholder and President of Tirex Resources Ltd. (TSX-V TXX) while as a private company before going public. In 2007 he started Northern Lights Resources, a private company, which he is President and CEO. Mr. Timcke has also been a director of Otish since January 2009 and is a current founding shareholder and director of AZ Copper Corp, a private mineral resource company.
Iqbal Boga, C.A CFO and Director
Iqbal Boga is a Chartered Accountant. He is currently the Chief Financial Officer, Corporate Secretary and a director of Taku Gold Corp. (TSX-V TAK), a gold exploration company listed on the Exchange, and a director of Gravis Energy Corp., a public company listed on the CNSX. Mr. Boga was a sole practitioner with I. J. Boga, Chartered Accountant from 1993 to August 2007. He has acted as a director, Chief Financial Officer and Corporate Secretary for various Exchange-listed companies. Mr. Boga was an officer and director of four capital pool companies, all of which have completed Qualifying Transactions. Mr. Boga holds a Bachelor of Science (Hons) in Chemistry from the University of London, England and a Bachelor of Commerce (Hons) from the University of Windsor, Canada.
Zachery Dingsdale Director
Zachery Dingsdale is a founder and director of Tangent Management Corp., a financial management firm that provides financial consulting and management services to publicly listed Companies. Mr. Dingsdale is President, CEO and director of Taku Gold Corp. (TSX-V TAK), a gold exploration company listed on the Exchange. Zachery has also been a director of Otish since January 2007. Zachery has over 17 years experience in the capital markets and has completed the Canadian Securities Course and The Mining and Mineral Exploration program at the British Columbia Institute of Technology.
Michael Gillis Director
Michael Gillis has implemented Corporate Communication programs and strategies for both the resource and technology sectors. During the past twelve years, he has established a strong network of investment advisors and private investors. He currently is Vice President, Tangent Management Corporation and is involved in the company's financing and corporate development activities. Mr.Gillis has completed the Mining and Mineral Exploration program at the British Columbia Institute of Technology.
Steve Smith Director
Steve Smith brings over 21 years experience in the financial markets. He is experienced in the areas of corporate management, corporate finance, public relations and administration. Steve has been CEO, President and a director of Otish since January 15, 2007. He has also been a director of Taku Gold Corp. (TSX-V TAK), a mineral exploration company listed on the Exchange, since 2004. Steve obtained his Bachelor of Arts (Economics) from the University of Toronto in 1982, and has completed the Canadian Securites Course and Canadian Investment Management Course Part 1. Steve is a partner in Tangent Management Corp., a financial public relations firm serving public companies. Previously, Steve was a Toronto-based stockbroker and Vice-President of a Vancouver based Public Relations firm.
The Company will also be adding a director to its board who has geological expertise.
Miscellaneous
The Company will apply to the Exchange for waiver of the requirement to engage a sponsor broker in connection with the Qualifying Transaction.
In accordance with Exchange policy, the Company’s shares are currently halted from trading. Trading will resume upon the Company having made adequate filing with the Exchange for completion of its Qualifying Transaction.
ON BEHALF OF THE BOARD
Zachery Dingsdale President & CEO
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.
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.