Anthem Ventures Capital Corp. Announces the Proposed Acquisition of All of the Issued and Outstanding Shares of West Kirkland Mining Inc.
Suite 300, 550 Burrard Street Vancouver, BC V6C 2B5 Tel: (604) 689-3040 Fax: (604) 689-5642
FOR IMMEDIATE RELEASE:
ANTHEM VENTURES CAPITAL CORP. ANNOUNCES THE PROPOSED ACQUISITION OF ALL OF THE ISSUED AND OUTSTANDING SHARES OF WEST KIRKLAND MINING INC.
VANCOUVER, March 24, 2010 – Anthem Ventures Capital Corp. (TSX-V: AVE) (the “Company” or “Anthem”) is pleased to announce that it has entered into an acquisition agreement dated March 24, 2010 (the “Acquisition Agreement”) with West Kirkland Mining Inc. (“West Kirkland”) and the shareholders of West Kirkland to acquire all of the issued and outstanding shares of West Kirkland (the “Transaction”). West Kirkland is a private British Columbia company that has acquired a portfolio of mineral exploration properties located in Nevada and Ontario since its incorporation in November 2009. These property interests include an option to earn up to a 75% undivided interest in Mexivada Mining Corp.’s (“Mexivada”) Goldstorm gold exploration property located in Nevada (the “Goldstorm Option”) and five blocks of property optioned or staked in the West Kirkland Lake area of Ontario (“Ontario Mineral Interests” and, together with the Goldstorm Option, the “Properties”).
The Company is a capital pool company as defined by Exchange Policy 2.4. It is incorporated under the laws of British Columbia and has an authorized share capital of an unlimited number of common shares without par value, of which 3,600,000 common shares are issued and outstanding. The Transaction is subject to approval by the TSX Venture Exchange (the “Exchange”) and, if accepted, is intended to be the Company’s “qualifying transaction” as that term is defined in Exchange Policy 2.4.
West Kirkland is incorporated under the laws of British Columbia and was founded by Michael Jones and Frank Hallam. Messrs. Jones and Hallam currently hold 62.18% of the 5,790,000 issued and outstanding common shares of West Kirkland.
R. Michael Jones said: “We plan to follow the same model that has been very successful over the past five years. West Kirkland will develop its own dedicated management team at the technical and financial level and independent directors. The technical and business model has been very successful in the founding of Platinum Group Metals PTM-TSX, PLG-NYSE AMEX, MAG Silver MAG-TSX, MVG-NYSE AMEX and West Timmins Mining (sold to Lakeshore LSG- TSX).
Costs will be reduced by shared space and basic infrastructure with Platinum Group Metals Ltd. and Nextraction Energy (NE-TSXV) for mutual benefit. All of the companies are independent but collectively provide skills, resources and support not typically found in a new and growing company.
The technical theme of West Kirkland follows the proven model of big positions on known producing trends, worked systematically with dedicated expertise.”
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The Properties
Goldstorm Option
West Kirkland has an option to earn up to a 75% undivided interest in Mexivada’s Goldstorm gold property. The Goldstorm gold property is an exploration stage mineral resource property and is located near the projected intersection of the Carlin and Getchell trends, and comprises contiguous blocks of patented ranch lands and unpatented lode mining claims totalling approximately 4,080 acres. Since acquiring an interest in the property in early 2008, Mexivada has incurred $212,250 (unaudited) in deferred exploration costs on the property to December 31, 2009.
Under the terms of the Goldstorm Option, West Kirkland can acquire a 56% interest in the property by making aggregate cash payments of $350,000 (over a three year period), issuing an aggregate of 450,000 common shares (over a four year period) and incurring an aggregate of $2,900,000 in exploration expenditures (over a four year period). West Kirkland has also agreed to pay all county, BLM and lease option payments required to hold all of the existing mining claims and leases in good standing.
West Kirkland may acquire an additional interest in the Goldstorm property (for a 75% interest in total) by issuing an additional 250,000 shares and incurring further exploration expenditures of $2,250,000 within 24 months of the date upon which West Kirkland earns the initial 56% interest in the property. Assuming completion of the Transaction, the shares issuable by West Kirkland under the Goldstorm Option will be issued by the Company.
Ontario Mineral Interests
The Ontario properties have been optioned and staked along the well defined Larder Lake Break west of the Kirkland Lake gold mining area. The properties focus on more than 10 kilometres of the Break that have been under explored. Along the Break, further to the west, the Young Davidson gold mine is being newly developed. Further acquisitions along the Break are in progress.
The Larder Lake Break is mapped and clearly traced in geophysics and the area between gold mines on this break is the focus of exploration.
The Transaction
Under the terms of the Acquisition Agreement, the 5,790,000 issued and outstanding common shares of West Kirkland are to be exchanged on a one-for-one basis for common shares of the Company such that an aggregate of 5,790,000 common shares of the Company will be issued to the existing shareholders of West Kirkland in exchange for their respective West Kirkland Shares. The Transaction is an “Arm’s Length Transaction” within the meaning of the TSXV policies. The Transaction will not require shareholder approval.
Closing Conditions
The closing of the Transaction is subject to customary closing conditions and a condition that the Company complete an equity financing concurrently with the closing of the Transaction for gross proceeds of not less than $3,000,000 (the “Concurrent Financing”). Proceeds of the
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Concurrent Financing will be used to execute the Company’s exploration objectives in Ontario and Nevada and for general working capital.
West Kirkland currently holds approximately $900,000 in cash and Anthem holds $290,000 in cash.
The Resulting Issuer
Upon completion of the Transaction, the Company expects to be listed as a Tier 2 mining issuer on the Exchange and expects to be actively engaged in the exploration of the Properties as well as the acquisition and exploration of other mineral resource properties.
The following table sets out the names, relationship to the Company and background summaries of the persons who will constitute insiders of the Company following the closing of the Transaction. The previous directors and officers of Anthem (with the exception of Eric Carlson) will resign on the closing of the Transaction.
| Name | Relation to Company | Background |
| R. Michael Jones | President, Chief Executive Officer (temporary) and Director | Mr. Jones has 20 years’ experience as a professional geological engineer and has been directly involved with raising over $300 million for mining exploration, development and production. Mr. Jones is founder, President and Chief Executive Officer of Platinum Group Metals Ltd. and a director and co-founder of MAG Silver Corp. Mr. Jones was also a co- founder and director of West Timmins Mining Inc. which recently was sold to Lakeshore Gold for $340 million. He was also a founder of Glimmer Resources Inc. and was responsible for the discovery of the Glimmer Gold Mine in Timmins, Ontario. During a six year tenure as President of Cathedral Gold Corp., Mr. Jones ran a producing mining company. He was also involved in the review of the feasibility study and financing for a $1 billion diamond mining project during his two years as Vice President with Aber Resources. Mr. Jones has worked extensively with publicly listed companies and served on the Securities Policy Advisory Committee of the British Columbia Securities Commission for six years. Mr. Jones received a Bachelor of Science in Geological Engineering from the University of Toronto. |
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| Name | Relation to Company | Background |
| Frank R. Hallam | Chief Financial Officer and Director | Mr. Hallam has extensive operating and corporate finance experience at the senior management level with several publicly listed resource companies and has been directly involved in raising more than $250 million for mining exploration, development and production. He was the founder of New Millennium Metals Corp., which later amalgamated with Platinum Group Metals Ltd., where he now serves as a director and Chief Financial Officer. Mr. Hallam currently serves as Chief Financial Officer of MAG Silver Corp. and was a co-founder of that company. Mr. Hallam was a director and co-founder of West Timmins Mining Inc., which was recently sold to Lake Shore Gold Corp. for $340 million, where he now serves as a director. From 1994 until 2002, Mr. Hallam was a director and Chief Financial Officer of Tan Range Exploration Corp., a company focused on gold exploration and development throughout East Africa. He was previously an auditor with Coopers and Lybrand, specializing in their Mining Practice. He is a Chartered Accountant and has a Bachelor of Business Administration from Simon Fraser University. |
| Eric Carlson | Director | Mr. Carlson has extensive involvement as an investor, director and advisor in various businesses, both private and public, most of which are in the real estate, technology and resource sectors. Mr. Carlson is a Chartered Accountant in the Province of British Columbia (1985) and holds a Bachelor of Commerce degree from the University of British Columbia (1982). Mr. Carlson is the founder of Anthem Works Ltd. (formerly Anthem Properties Ltd.) and has been President, Chief Executive Officer and a director of Anthem Works Ltd. since July 1994. Mr. Carlson has also been President and a director of Nextraction Energy Corp. (formerly Kruger Capital Corp.) since December 1992. He is a director of Platinum Group Metals Ltd. He was also a director of West Timmins Mining, Inc. which was recently sold to Lake Shore Gold for $340 million. Mr. Carlson has also been a director of Mag Silver Corp. since June 1999. |
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For further information, please call:
Anthem Ventures Capital Corp. West Kirkland Mining Inc.
Grace To (604) 488-3618 R. Michael Jones (604) 899-5450
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 on the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the 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.
Disclaimer for Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of the Properties and the Concurrent Financing, and the anticipated business plans of the Company. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward- looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to, the state of the financial markets for the Company’s equity securities, the state of the market for gold or other minerals that may be produced generally, recent market volatility; variations in the nature, quality and quantity of any mineral deposits that may be located, the Company's ability to obtain any necessary permits, consents or authorizations required for its activities, to raise the necessary capital or to be fully able to implement its business strategies and other risks associated with the exploration and development of mineral properties. The reader is referred to the Company's most recent annual and interim Management’s Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through the Company’s page on SEDAR at www.sedar.com.