BTU Capital Corp. Announces Agreement for Qualifying Transaction to acquire up to 80% of Tatsamenie Gold Exploration Project, Dease Lake, British Columbia
SUITE 1220 - 780 W. PENDER ST, VAN, BC V6C1H2, (604) 683-3988
FOR IMMEDIATE RELEASE
BTU Capital Corp. Announces Agreement for Qualifying Transaction to acquire up to 80% of Tatsamenie Gold Exploration Project, Dease Lake, British Columbia
August 21, 2012 – Vancouver, BC
BTU Capital Corp. (the “Company”) (TSX-V: BTU.H) is pleased to announce that it has entered into a letter agreement (the “Agreement”) with Nakina Resources Inc. (“Optionor”) dated August 16, 2013, whereby the Company has been granted the option (the “Option”) to acquire up to a 80% interest in and to several mineral claims comprising property for exploration of gold mineralization known as the Tatsamenie property (the “Property”) totalling approximately 16,349 hectares located within the Atlin Mining District and 136 kilometres west of Dease Lake, BC. (the “Transaction”). Within the preceding 36 months, over $100,000 of Approved Expenditures (as such term is defined in Policy 1.1 of the TSX Venture Exchange (the “Exchange”) have been incurred on the Property on behalf of the Optionor.
The Transaction is intended to be the Company’s “qualifying transaction” as that term is defined in Exchange Policy 2.4 concerning capital pool companies. To date, the Company has been a capital pool company with the business of identifying a qualifying transaction. The Company has not commenced operations and has no assets other than cash.
The Transaction will be carried out by parties dealing at arm’s length to one another and no non-arm’s length parties of the Company have any direct or indirect interest in the Property. Therefore, the Transaction will not be a Non-Arm’s Length Qualifying Transaction as such term is defined in Exchange Policy 2.4. The Company does not expect that approval of its shareholders will be required for the Transaction.
Upon completion of the Transaction, the Company expects that it will be classified as a Tier 2 mining issuer under the policies of the Exchange and will be engaged in the exploration and development of prospective mineral properties, including the Property. The Company expects that it will be an exploration stage company with no producing properties and, consequently, no current operating income, cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on the Property.
Terms of the Transaction
Under the terms of the Agreement, the Optionor has agreed to grant the Option to the Company. In order to exercise the Option to acquire an 80% interest and keep it in good standing, the Company will be required to make total cash payments of $425,000, issue a total of 3,000,000 common shares of the Company and incur exploration expenditures of $4,000,000 as follows:
(i) paying the Optionor a deposit of $25,000, which will be funded by loans to be borrowed by the Company and due upon TSX Venture Exchange approval of such loans, and an additional $50,000 and 500,000 common shares within 5 business days of the issuance of a bulletin by the TSX Venture Exchange (the “Exchange”) following closing of the
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Qualifying Transaction and the submission of all required documentation, which bulletin evidences the final Exchange Acceptance of the Qualifying Transaction (the “Final Exchange Bulletin”);
(ii) incurring $200,000 of exploration expenditures on the Property on or before the first anniversary of the Final Exchange Bulletin;
(iii) paying the Optionor an additional $50,000 and 500,000 common shares and incurring an additional $800,000 of exploration expenditures on the Property on or before the second anniversary of the Final Exchange Bulletin;
(iv) paying the Optionor an additional $75,000 and 500,000 common shares and incurring an additional $1,000,000 of exploration expenditures on the Property on or before the third anniversary of the Final Exchange Bulletin;
(v) paying the Optionor an additional $100,000 and 750,000 common shares and incurring an additional $1,000,000 of exploration expenditures on the Property on or before the fourth anniversary of the Final Exchange Bulletin; and
(vi) paying the Optionor the remaining $125,000 and 750,000 common shares and incurring the remaining $1,000,000 of exploration expenditures on the Property on or before the fifth anniversary of the Final Exchange Bulletin.
The common shares issuable to the Optionor under the Agreement will be deemed to be issued at a price equal to $0.10 per share, being the price of the units under the concurrent offering described below. Any adjustment to such unit offering price shall result in a proportionate adjustment to the initial number of shares payable to the Optionor upon receipt of the Final Exchange Bulletin (currently set at 500,000 common shares). All common shares issued to the Optionor will be subject to a hold period expiring on the date that is four months and one day after the distribution date.
During the term of the Option, the Company will have the exclusive right to manage and operate all work programs carried out on the Property in its sole discretion. The Company will also be responsible for maintaining the Property in good standing through such time. The Optionor will have the right to access the Property and all data, reports and other information generated by the Company with respect to the Property during the period that the Option is outstanding.
Upon satisfaction of the payments, share issuances and work commitments above, and notice of the exercise of the Option given by the Company to the Optionor, the Company will be deemed to be have a 80% undivided interest in the Property will be transferred to the Company, free and clear of all encumbrances except for a 2% NSR wherein a 1% NSR may be purchased for $1,000,000. The remaining 20% interest in the Property is carried and held by Mr. Nash Meghji.
A finder’s fee comprised on shares, warrants, cash or a combination thereof shall be payable in accordance with the policies of the TSX Venture Exchange in regard of the Transaction to Ridge Resources Ltd.
Conditions of Closing
The completion of the Transaction is subject to a number of conditions, including satisfactory completion of the Company’s due diligence, Exchange approval, obtaining all necessary third party consents, the
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representations and warranties of the Optionor in the Agreement being true at Closing, and the Property satisfying the Exchange’s Initial Listing Requirements as set out in Exchange Policy 2.1.
Financing
In conjunction with the Transaction, the Company would like to announce it will be carrying out one loan arrangement and one financing:
1. The Company intends to enter into interim loans to borrow in the aggregate amount of up to $75,000 bearing simple interest at 12% per annum. The Company anticipates that it will issue the lenders bonus shares in consideration of making such loans, with the number of bonus shares to be equal in value to 20% of the total principal of the interim loan or loans at the deemed price of the proposed unit financing below; and
2. A non-brokered private placement (the “Offering”) raising $500,000 through the issuance of up to 2,000,000 flow-through (the "FT Units") and 3,000,000 non flow-through units (the “NFT Units”; the FT Units and the NFT Units collectively referred herein as the "Units") at a price of $0.10 per Unit for gross proceeds of up to $500,000. Each Unit will be comprised of one common share (each, a “Share”) and one half of one common share purchase warrant (each, a “Warrant”), with each whole Warrant being exercisable into one non flow-through common share of the Company at a price of $0.15 per share for a period of 1 year after the closing of the Offering. The Shares comprising the FT Units will be issued on a "flow through" basis. Subject to TSX Venture Exchange approval, the Company may pay a finder’s fee up to the maximum allowable amount to registered brokers and certain finders comprised of shares, warrants, cash or a combination thereof. The Company intends to use the proceeds of the Offering to fund the acquisition of the Property, to meet its obligations under the Agreement, and, with respect to proceeds received from the offering of FT Units, for exploration expenditures on the Property.
Sponsorship
The Company intends to request that the Exchange grant a waiver of the sponsorship requirements set out in Exchange Policy 2.2.
Officers, Directors and Insiders upon Completion of the Transaction
The Company will provide further details as to the identity of the directors and officers of the Company upon the completion of the Transaction in a subsequent news release when determined.
About the Optionor
The Optionor is a private company incorporated under the laws of the Province of British Columbia. Mr. Nash Meghji is the sole director and officer and the major shareholder of the Optionor.
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Corporate Update
The Company announces that Mr. Walter Brenner has resigned as a director, President and Chief Executive Officer of the Company effective immediately.
For further information, please contact:
Michael B. England Telephone: (604) 683-3988
On behalf of the board of directors of
BTU CAPITAL CORP.
Per: “Michael B. England”
Michael B. England Director
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company’s proposed qualifying transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations and includes statements that the Company will complete its qualifying transaction, acquire the Property free and clear of all encumbrances, subject to the NSR, satisfy its payment obligations with respect to the Property, use its working capital to make cash payments to the Optionor, pay finder’s fees in connection with the Transaction, and that the insiders of the Company following completion of the Transaction will be as set forth in this news release and that there will be no additional insiders. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing of the Transaction may not occur for any reason. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the refusal of the Exchange to accept the proposed Transaction for any reason whatsoever; (ii) the inability of the parties to obtain approval of any third parties or shareholders, as required; (iii) the inability of the Property to satisfy Exchange Initial Listing Requirements; (iv) the inability to produce the technical report for any reason whatsoever; and (v) the inability to complete the Offering in whole or in part for any reason whatsoever. Except as required by law, the Company does not intend to update any changes to such statements.
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.
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.