88 Capital Signs Binding LOI with Golden Ridge Resources and Arranges Financing 88 Capital Corp.
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88 CAPITAL SIGNS BINDING LOI WITH GOLDEN RIDGE RESOURCES
AND ARRANGES FINANCING
88 CAPITAL CORP.
Suite 800 - 1199 West Hastings Street
Vancouver, British Columbia
V6E 3J5
Vancouver, B.C. January 27, 2016 – 88 Capital Corp. (TSX.V: EEC) (the “ Company” or “88
Capital”) is pleased to announce that it has entered into an agreement effective January 25,
2017, with Golden Ridge Resources Ltd. (“ GRR”) to acquire 100% of the issued and
outstanding securities of GRR by means of reverse takeover in exchange for common shares of
88 Capital on a one -for-one basis (the “ Transaction”). The Company shall continue to be a
mining issuer upon completion of the transaction.
GRR is a private British Columbia company, which holds an option to earn a 100 -per-cent
interest i n the 1,700 hectare Hank Au-Ag-Cu property (the “ Hank Property ”) located in the
Golden Triangle district , approximately 140 km north of Stewart, British Columbia . GRR may
earn a 100% interest by performing $1,700,000 of exploration work by the end of 2018; this is
subject to a certain back -in provision if the deposit equals or exceeds 3 million ounces of Au in
the mineral resource category. The completion of the acquisition is subject to the approval of the
TSX Venture Exchange (the “Exchange”).
The Transaction constitutes an Arm's Length Transaction, as de fined under the Exchange rules,
and the Company will be seeking an exemption the sponsorship requirement under Policy 2.2 –
Sponsorship and Sponsorship Requirements . If such exemption is not available, th e Company
will be seeking waiver of the sponsorship requirement.
This acquisition will be the C ompany’s first step towards building a portfolio of high quality
mineral properties located in the mining friendly jurisdiction s of the Pacific Northwest . The
Hank project is strategically located in the highly prospect ive Golden Triangle, not far from the
past-producing Snip and Eskay Creek precious metals mines, the currently producing Red Chris
Cu-Au mine, the near-term precious metals producer at Brucejack, and the significant Cu-Au-Ag
(Mo) deposits at the Schaft Creek and Galore Creek properties.
Terms of the Agreement
Under the agreement 88 Capital will acquire , by way of share exchange, all of the issued and
outstanding securities of GRR in consideratio n for the issuance to the GRR shareholders of an
aggregate of 16,154,012 88 Capital shares (share exchange ratio of 1:1).
The option agreement for the Hank property , which is Golden Ridge’s principal asset, is subject
to the following terms:
The Company will earn a 100% interest, subject to a 2% NSR upon completing the
following exploration expenditures:
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$700,000 by November 25, 2017
a further $1,000,000 by November 25, 2018
If the deposit equals or exceeds 3 million ounces of Au in the mineral resource category ,
the original vendor (“the Vendor”) has a back -in right to earn 51% of the Property by
repaying the Company all of its expenditures on the Property and cancelling the 2% NSR.
Upon the Vendor exercising the back -in right t he companies will then form a 51%/49%
Joint Venture with the Vendor as the operator.
Upon completion of the RTO, it is anticipated that the board of directors and management of the
resulting issuer will comprise the individuals set out below.
Elston Johnston, P. Eng
Michael Blady, B.Sc, CEO
Larry Nagy, Executive Chairman
William Lindqvist, Ph. D
Terese Gieselman, CFO & Corporate Secretary
Financial information regarding GRR and the Hank Property shall be provided at a later date.
Concurrent Financing
The Company also announces that it is arranging a concurrent non-brokered private placement
for minimum gross proceeds of $1,000,000 and for a maximum of $3,000,000 (the “Offering”).
Pursuant to the Offering, the Company inten ds to issue units (each a “Unit”) at a price of $0.125
per Unit and flow -through common shares at a price of $0.15. Each Unit consists of one non -
flow-through common share and one -half of one share purch ase warrant ; each whole warrant
will entitle the holder to purchase one common share at $0.25 pe r share for a period of 3 years
from closing. The minimum concurrent financing is a condition of the transaction.
About the Hank Property
The Hank Property is located in the prolific Golden Triangle of northwest BC, 140 km north of
the town of Stewart and 15 km west of Highway 37 and the new North West Transmission
power line. One hundred and four drill holes totalling 13,709 m were drilled on the property
between 1983 and 1993, and trenching, road build ing, soils and I nduced Polarization (IP)
geophysical surveys were undertaken during that time . The property lay dormant between 1993
and 2014. Since 2014 GRR has spent approximately $300,000 on the property, undertaking
airborne magnetic and deep -looking I P geophysical surveys, soil sampling , prospecting and
geologic mapping.
Gold-silver mineralization at the Hank Property occurs in veins and disseminations associated
with broad northeast -trending alteration zones that are hosted primarily in volcanic and
sedimentary rocks of the Upper Triassic Stuhini Group . Rocks of the Stuhini Group are locally
overlain by Lower Jurassic clastic sedimentary rocks, and both are intruded by Early to Middle
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Jurassic felsic stocks that may also be altered . Historic drill int ercepts from mineralized and
altered zones on the Hank property include:
• High-grade intersections in calcite -quartz-sulphide veins in the Lower Alteration Zone (LAZ)
include:
–9.14 m grading 13.4 g/t Au and 132.3 g/t Ag in Hole 88-4
–0.63 m grading 70.86 g/t Au (Hole 89-4, Creek 5 “B” Zone)
–3.40 m grading 16.83 g/t Au (Hole 87-3, Creek 5 “C” Zone)
–2.93 m grading 18.27 g/t Au & 132.9 g/t Ag (Hole 88-4, Creek 5 “Flat” Zone)
–1.10 m grading 66.19 g/t Au & 530 g/t Ag (Hole 86-6, Creek 5“86-6 Deep” Zone)
• Both the higher-grade calcite -quartz-sulphide vein s and low er-grade disseminated
mineralization were intersected in the Upper Alteration Zone (UAZ) including:
–12.19 m grading 9.39 g/t Au in DDH 85-32
–30.48 m grading 3.74 g/t Au in DDH 85-45
About Proposed New Management
Larry Nagu, B.A. Geology, Executive Chairman and Director
Mr. Nagy obtained a B.A degree in Geological Sciences from the University of Saskatchewan in
1966. Mr. Nagy provides broad international exploration experience from his past management
of several successful listed junior resources companies. After graduation Mr. Nagy spent 16
years employed by Cominco Ltd., an exploration company with projects in Western Canada and
Australia, he was a co -founder of Keewatin Engineeri ng Ltd., a Vancouver based geological
consulting company, responsible for managing exploration projects worldwide. As a director of
Delaware Resources, he was responsible for Delaware’s acquisition and development of the
SNIP property, a gold project in ce ntral B.C which he originally identified for re -staking while
employed by Cominco Ltd. He also served as a Director of Calpine Resources Ltd., the company
which optioned the Eskay Creek gold property and subsequently discovered one of the largest
and richest gold-silver deposits in North America. While serving as president and CEO of Oliver
Gold Corporation, he led the team that discovered the SEGALA gold deposits in Mali, West
Africa and Ipanema gold deposit in Zimbabwe. Mr. Nagy was also the president and CEO of
Solomon Resources Ltd. at the time together with Channel Resources Ltd, co -discovered the
Bomboré gold deposits in Burkina Faso. These deposits were sold to Ore Zone Ltd. and are
currently being prepared for production.
Mr. Nagy is currently the Ex ecutive Chairman and Director of Colorado Resources Ltd., an
independent Director of Mindoro Resources Ltd., and also the Chairman and CEO of Damara
Gold Corporation.
Michael Blady, B.Sc. Geology, President & CEO and Director
Mr. Blady holds a B.Sc. in Geology from Simon Fraser University and is the principal of
Ridgeline Exploration, a grass roots exploration services company based out of Vancouver BC.
He has been involved in senior management of numerous public companies since 2009 an d has
acted as a geological consultant and advisor to various public companies providing corporate
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development services. Mr. Blady’s senior management experiences with resource company’s
gives him an appreciation of the best industry practices with respect to financial risk controls and
disclosure.
Terese Gieselman, CFO, Corporate Secretary and Director
Ms. Gieselman has had 28 years experience with junior mining and exploration companies listed
on the TSX, TSXV, OTCBB, NASDAQ and AMEX, in the roles of Ch ief Financial Officer,
Treasurer, and Corporate Secretary. During her tenure in the resource sector, Terese has
accumulated an extensive background in corporate and financial reporting and compliance for
Canada and the United States, including particularly relevant experience in financings, treasury,
international corporate structures and financial reporting in Mexico, Peru, Chile, Argentina and
Zimbabwe.
William Lindqvist, Ph.D. Geology, Director
Dr. Lindqvist has over 35 years of international mineral e xploration experience and has directed
and participated in several major gold deposit discoveries across a broad spectrum of geologic
terrains. Dr. Lindqvist's previous discovery experience includes; the Gosowong Bonanza gold
deposit in Indonesia, Chimney Creek, Mule Canyon, Ruby Hill and the Gold Hill deposits in
Nevada, Mesquite gold deposit in California, Shafter silver deposit in Texas, Ortiz gold deposit
in New Mexico, Extensions of Eskay Creek gold -silver deposit in BC., Jeronimo Gold Manto
deposit in Chile and Arenal Deeps deposit in Uruguay. Dr. Lindqvist is presently a director of
Luna Gold Corp, Andean Gold Ltd. and Damara Gold Corp. In the past, he served as the Vice
President of Exploration for Homestake Mining Company, and as the Executive Gener al
Manager of Exploration for Newcrest Mining Limited. Dr. Lindqvist has a Ph.D in Applied
Geology from the Royal School of Mines in London, and is a member of the Aus IMM, SEG,
and AIME..
Elston Johnston, P.Eng., Director
Elston Johnston received a Bachelor of Science in Electrical Engineering (BScEE) degree from
the University of New Brunswick in 1976. He is a Registered Professional Engineer in the
Canadian provinces of British Columbia, Alberta and Saskatchewan and for the pas t 13 years he
has been President and owner of a successful consulting engineering company located in
Vancouver, B.C. He has been involved with business and industry worldwide both as a
consulting engineer and as an entrepreneur. Mr. Johnston has been a maj or shareholder of
numerous public companies and has served as Director, President, CEO and CFO of several TSX
and TSX-V listed companies. For more than 15 years he has been involved as a consultant to and
financier of junior public companies.
Technical in formation in this release has been reviewed and/or prepared by Charles J. Greig,
M.Sc. P.Geo. who is a qualified person in accordance with Canadian regulatory requirements set
out in National Instrument 43-101.
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All information contained in this ne ws release with respect to 88 Capital and GRR was supplied
by the respective parties for inclusion herein and each party and its directors and officers have
relied on the other party for all information concerning the other party contained herein.
Completion of the transaction is subject to a number of conditions, including but not limited to,
TSX-V acceptance and GRR shareholder approval. The transaction cannot close until the
required shareholder and regulatory acceptance is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
On behalf of the Board,
88 Capital Corporation
Elston Johnston, P.Eng
Director & C.E.O
Completion of the transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable, disinterested 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 88 Capital Corp. 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 news release.