Jbz Capital Announces Execution of Definitive Share Purchase Agreement to Acquire Strata Minerals
JBZ CAPITAL INC.
17 Victoria Road Nanaimo, British Columbia Canada V9R 4N9
NEWS RELEASE
JBZ CAPITAL ANNOUNCES EXECUTION OF DEFINITIVE SHARE PURCHASE AGREEMENT TO ACQUIRE STRATA MINERALS
VANCOUVER, BC, January 31, 2011 – JBZ Capital Inc. (TSX-V: JBZ.P) ("JBZ") is pleased to announce that, further to the non-binding letter of intent announced on December 20, 2010 with Strata Minerals Limited ("Strata"), JBZ has entered into a definitive share purchase with Strata and its shareholders whereby JBZ will acquire all of the issued and outstanding shares of Strata in exchange for common shares in JBZ’s capital (the "Acquisition").
Strata is a private Australian company registered in Western Australia, which carries on the business of exploring for commercial-scale phosphate rock mineralization, with the intention of developing a mine and becoming a supplier of phosphate rock to the global fertilizer industry. Strata’s principal property is the Mornington Project, an exploration property located in Western Australia. The Acquisition is subject to approval by the TSX Venture Exchange (the "Exchange") and, if accepted, is intended to be JBZ’s "qualifying transaction" as that term is defined in Exchange Policy 2.4 concerning capital pool companies.
Under the terms of the Acquisition, JBZ will issue 26,639,951 common shares to acquire all currently issued Strata shares on the basis of one JBZ share for each Strata ordinary share and 0.578 of a JBZ share for each Strata preference share. In conjunction with the Acquisition, Strata will be conducting a non-brokered private placement of units at a price of $0.15 per unit for gross proceeds of at least $2 million, each unit consisting of one Strata ordinary share and one-half of one share purchase warrant. The Strata warrants will entitle the holder to acquire an additional Strata ordinary share for a period of eighteen (18) months for CDN$0.25. Under the Acquisition, the Strata shares and warrants issued under the private placement will be exchanged for JBZ common shares and share purchase warrants (with the same terms) on a one-for-one basis. In addition, the JBZ warrants will include a forced exercise provision that will allow the resulting issuer to force the exercise of the warrants if JBZ’s common shares trade for 20 consecutive trading days at a weighted average trading price of not less than CDN$0.35 per share. JBZ expects to issue an additional 13.5 million common shares and 6.8 million warrants in exchange for the shares and warrants issued by Strata in connection with the unit offering. At the close of the Acquisition and the unit financing, JBZ expects to have an issued share capital of approximately 56.0 million common shares.
Subject to approval by the Exchange, the Acquisition is expected to close on or about March 7, 2011. Upon the completion of the transaction, JBZ expects to be listed as a Tier 2 mining issuer on the Exchange and will be engaged in the exploration and development of prospective phosphate rock properties, including the Mornington Project. To date, JBZ has been a capital pool company with the business of identifying a qualifying transaction.
JBZ - News Release announcing execution of Share Purchase Agreement (January 31 11)(FINAL)CL.doc
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Each of JBZ and Strata is dealing at arm’s length to each other and therefore the Acquisition will not be a "non-arm’s length qualifying transaction", as that term is defined in Exchange Policy 2.4. JBZ does not expect that the transaction will require the approval of its shareholders.
ON BEHALF OF THE BOARD OF DIRECTORS
JBZ CAPITAL INC.
"Brent Lokash"
President and Director
For further information, please contact:
Brent Lokash, President Phone: (604) 862-5190
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 news release.
Disclaimer for Forward-Looking Information Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the JBZ’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 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 JBZ will obtain from them.