BTU Capital Corp. Enters into Option Agreement to Acquire Shakespeare GOLD Project, Ontario
6017909.2
BTU CAPITAL CORP.
Suite 1240, 789 West Pender St. Vancouver, British Columbia
Phone: 604-683-3995/ Toll Free: 888-945-4770/Fax: 604-683-3988
BTU CAPITAL CORP. ENTERS INTO OPTION AGREEMENT TO ACQUIRE SHAKESPEARE
GOLD PROJECT, ONTARIO
February 21, 2017, Vancouver, BC, Canada – BTU CAPITAL CORP. ("BTU" or the "Company")
(BTU.H-NEX) has entered into an option agreement (the "Option Agreement") with arms-length
optionors whereby BTU has been granted an option to acquire an undivided 100% interest in the
"Shakespeare Property" located approximately three kilometers northeast of Webbwood, Ontario.
The project includes the historic Shakespeare Gold Mine , which had operated intermittently
between 1905 and 1948.
BTU is a capital pool company (CPC) and intends the transaction to constitute a qualifying
transaction ("QT") under TSX Venture Exchange Policy 2.4 "Capital Pool Companies". Upon
successful completion of the transaction, BTU will be a Tier 2 mining issuer.
About the Shakespeare Property
The Shakespeare Property consists of 9 contiguous mining claims covering roughly 528 hectares,
and is located in Shakespeare Township, Sudbury Mining Division, Ontario. The historic
Shakespeare Gold Mine is situated in rocks of the northeast-trending folded ~2.4 billion-year old
Huronian Supergroup, intruded by the ~2.21 billion -year old Nipissing diabase dikes and sills,.
The Murray Fault is a regional structure that strikes ENE and passes approximately 300 meters
north of the mine. The mineralized zone is broadly concordant with the schistose Matinenda
Formation, consisting of quartzite and greywacke that also trends ENE and dips steeply to the
south. Historic sampling in the western part of the mine area was traced for 15 feet (~4.5 m) and
reported to contain 1.12-1.85 ounces of Au per ton over an average width of 3.5 feet (~1 m; see
Ontario Geological Survey Mineral Deposits Circular 18, 1979, part 2, 82p.).
The historical information above pred ates and does not refer to any category of sections 1.2 or
1.3 of National Instrument 43-101 ("NI 43-101"), such as "mineral resources or "mineral reserves".
The Company has not undertaken any independent verification of these estimates and it is
uncertain if further exploration will result in the target being delineated as a "mineral resource"
within the meaning of NI 43-101. The assumptions, parameters and methods used to determine
the historic information above are not known. However, the Company believes that the historical
information provides a conceptual indication of the potential of the project.
Additionally, a NI 43 -101 technical report dated January 25, 2017 regarding the Shakespeare
Property has been prepared on behalf of the Company by Elisabeth Ronacher, PhD, P.Geo, and
Jenna McKenzie, P.Geo. of Ronacher McKenzie Geoscience . The report authors have
recommended an exploration program of $200,000, comprised of data compilation, integration
and targeting, an IP survey and reconnaissanc e drilling. Both report authors are independent
qualified persons within the meaning of NI 43 -101. A copy of the technical report will be made
available under the Company's SEDAR profile online at www.sedar.com.
Elisabeth Ronacher, Ph.D., P.Geo. is an independent "qualified person" within the meaning of NI
43-101 and has reviewed and approved the contents of this news release.
- 2 -
6017909.2
Terms of Option Agreement
Under the terms of the option agreement, BTU will be required to make the following payments
and incur the follow exploration expenditures to earn a 100% interest in the Shakespeare
Property:
issue an aggregate total of 1.8 million common shares over a per iod of 12 months, with
50% of such shares to be issued within 5 days of BTU receiving all necessary approvals
with respect to the QT (including but not limited to the approval of the TSXV), and the
remaining 50% of such shares to be issued on the 12 month anniversary of the QT; and
incur an aggregate total of $400,000 in exploration expenditures in or on the Shakespeare
Property, with 50% of such expenditures to be incurred by the 12 month anniversary of
the QT, and the remaining 50% of such expenditures to be incurred by the 24 month
anniversary of the QT.
During the term of the O ption Agreement, BTU will be responsible for the annual claim
maintenance fees. BTU has also granted the optionor s a 2% net smelters return royalty on the
Shakespeare property. At the option of BTU, BTU may purchase one -half of the royalty for $1 -
million.
The optionors include the following individuals: Steven Anderson (Timmins, ON); Don McKinnon
(Connaught, ON); 2554022 Ontario Ltd., a private company in which Amanda Salo (Timmins, ON)
is the principal; and Kidridge Capital Inc., a private company in which Leigh Parnham (Burlington,
ON) is the principal. Each of the optionors is at arm's length to BTU.
The completion of the QT is subject to BTU receiving board approval (which has been obtained),
approval from the TSXV, and to BTU completing a concurrent private placement financing as may
be necessary for BTU to meet the TSXV's minimum listing criteria as a Tier 2 mining issuer.
Completion of the QT is subject to a number of co nditions, including but not limited to, TSXV
acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder is
obtained. There can be no assurance that the QT 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 QT 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 QT and
has neither approved nor disapproved of the contents of this press release.
Concurrent Private Placement Financing
In conjunction with closing the transaction, BTU will offer, by way of a non -brokered private
placement financing, up to 11 million units (each a "Unit") at a price of five cents per Unit, for
gross proceeds of up to $550,000.
- 3 -
6017909.2
Each Unit will comprise one common share of BTU and one half of a share purchase warrant,
with each full warrant entitling the holder to purchase one additional common share of BTU at a
price of ten cents per share for a period of one year from the date of issue.
BTU will also offer up to 2 million "flow through" commo n shares (the "FT Shares") at a price of
ten cents per FT Share, for gross proceeds of up to $200,000.
The proceeds of the offering (assuming it is fully subscribed) will be used as follows:
Estimated Cost ($)
To fund remaining costs to complete the QT 50,000
To repay indebtedness owing to an arm's length party 35,000
To fund exploration programs on the Shakespeare Property 200,000
General and administrative expenses over the next 12 months 150,000
Working capital to fund ongoing operations 315,000
TOTAL 750,000
BTU intends to rely on the "investment dealer" prospectus exemption, among other prospectus
exemptions, with respect to the private placement. As such, the Issuer confirms that there is no
material fact or material change about BTU that has not been generally disclosed.
The Resulting Issuer
Upon completion of the QT, it is anticipated that BTU will be a Tier 2 mining issuer, and its current
board of directors and management will continue to serve BTU.
The following individuals comprise the anticipated directors, officers and insiders of BTU following
completion of the QT:
Michael England, Chief Executive Officer, President and director.
Mike England has been involved in the public markets starting in 1983 working on the floor of the
Vancouver Stock Exchange as a floor trader after successfully completing the Canadian
Securities, Options and Futures Courses. Since 1995 Mr. England has been involved directly with
public companies serving various roles including investor relations, CEO, directorships and
presidencies and has raised in excess of $40 million to date for exploration and acquisitions.
Phil Taneda, Chief Financial Officer, Secretary and director
Phil Taneda will act as an independent director for the company. Mr. Taneda has over 20 years
of experience working in the capital markets in the capacity of Investor relations, director, CFO,
audit committees etc. He is the VP of Koeda Forest Products Ltd a successful wood
manufacturing company. Phil recently completed a certificate of marketing and leadership through
the Florida State University College of Business.
Twila Jensen, Director
Twila Jensen will act as an independent director for the company. Ms. Jensen has over 15 years
of experience working in the capital markets and has extensive experience in marketing. Ms.
Jensen has worked with hundreds of public companies in various sectors, and her passion lies in
sales and marketing with a focus on strategy.
- 4 -
6017909.2
ON BEHALF OF THE BOARD
“Michael England”
_________________________________
Michael England, President, CEO, Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Telephone: 1-604-683-3995
Toll Free: 1-888-945-4770
Forward looking statements:
Certain statements in this release are forward -looking statements, including with respect to the
proposed QT and concurrent private placement financing. Forward-looking statements consist of
statements that are not purely historical, incl uding any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such statements are subject to risks and
uncertainties that may cause actual results, performance or developments to differ materially from
those contained in the statements. No assurance can be given that any of the events anticipated
by the forward-looking statements will occur or, if they do occur, what benefits the Company will
obtain from them. These forward-looking statements reflect management's current views and are
based on certain expectations, estimates and assumptions which may prove to be incorrect. A
number of risks and uncertainties could cause our actual results to differ materially from those
expressed or implied by the forward -looking statements, as well as other factors beyond the
Company's control.
These forward-looking statements are made as of the date of this news 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.