Benzai Capital Provides Corporate Update
BENZAI CAPITAL CORP
2110–1177 West Hastings Street Vancouver BC V6E 2K3 Phone: (604) 669-6634 Fax: (604) 909-4682
June 25, 2012 BNZ.H: TSX Venture Exchange
NEWS RELEASE BENZAI CAPITAL PROVIDES CORPORATE UPDATE
VANCOUVER, BC: Benzai Capital Corp (the “Company”). Further to the Company’s news release dated February 10, 2012, the Company is pleased to announce the signing of a Share Purchase Agreement (the “Agreement”) whereby, subject to regulatory approval and other conditions, the Company will purchase all of the shares of Redline Minerals Inc. (“Redline”).
Under the terms of the Agreement, the Company will acquire all of the issued and outstanding shares of Redline (currently 10,896,974 shares) in consideration of the Company issuing an equivalent number of its post-consolidated common shares (the “Payment Shares”) at a deemed price of CDN $0.05 per share. The transaction will constitute the Company’s “qualifying transaction” (“Qualifying Transaction”) as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”). Those Payment Shares held by principals will be subject to such escrow requirements as may be imposed by the Exchange, and all Payment Shares may be subject to the four month hold period imposed by the Securities Act (British Columbia).
About Redline
Redline is a private Canadian company, incorporated in British Columbia on March 2, 2010 and whose head office is located in Vancouver, B.C. Redline’s Winston mineral exploration project (the “Winston Project”) is located in Sierra County, New Mexico.
The Winston Project consists of two patented claims and 220 staked lode mining claims registered with the U.S. Bureau of Land Management on ground totalling approximately 1806 hectares (4462 acres).
A National Instrument 43-101 technical report on the Winston Project has been written for the Company and submitted to the Exchange for advance review.
Terms of the Agreement
The purchase and sale of Redline pursuant to the terms of the Agreement is subject to several conditions precedent, including:
(1) on Closing, the resignation of two directors of the Company and the appointment of Barney G. Lee-Portillo and Raymond P. Strafehl to the Company’s board of directors;
(2) the consolidation of the Company’s current issued and outstanding common shares on the basis of two pre-consolidation shares for every one post-consolidation share;
(3) the Company’s completion of a non-brokered private placement to raise sufficient funds to complete an initial phase of work on the Winston Project, for general working capital purposes, and to meet Exchange listing requirements; and
(4) the passage of special resolutions by the shareholders of the Company approving the consolidation, name change and such other matters as may be material to the Qualifying Transaction.
No finder’s fee is payable by the Company with respect to the acquisition.
Trading of the Company’s Shares remains halted until further notice.
BENZAI CAPITAL CORP.
“Len Guenther”
Director
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.
In the interests of providing shareholders and potential investors with information regarding the Company, including the Company’s assessment of Redline and its subsidiaries’ future plans and operations, certain statements included in this press release may constitute forward-looking information or forward-looking statements (collectively, “forward-looking statements”). All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate”, “believe”, “expect”, “estimate” and similar expressions are generally intended to identify forward-looking statements. Such statements represent the Company’s internal projections, estimates or beliefs. These statements are only predictions. Actual events or results may differ materially. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company and the foregoing list of important factors is not exhaustive. In particular, there is no assurance that: (i) all conditions precedent to closing of the Qualifying Transaction will be satisfied or waived; (ii) the Qualifying Transaction will be completed on the terms as outlined above, or at all; and (ii) the private placement will be completed on the terms outlined above. These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.