BRS Venture Ltd. Enters into Option Agreement to Acquire Margurete Gold Property
May 24, 2016 - Vancouver, British Columbia. BRS VENTURES LTD. (“BRS”) (TSX-V: BRV.H), a capital pool company, is pleased to announce that it has entered into an option agreement dated May 20, 2016 (the “Option Agreement”) with Anstag Mining Ltd., a private British Columbia company controlled by Reza Mohammed, (the “Optionor”) whereby the Optionor has granted an option to BRS to acquire a 100% interest in the Margurete Gold Property, located in the Phillips Arm area, approximately 210 kilometers northwest of Vancouver in southwest British Columbia, in the Vancouver Mining Division.
BRS is a capital pool company (“CPC”) and intends the Transaction to constitute a Qualifying Transaction under the TSX Venture Exchange (the “Exchange”) Policy 2.4 – Capital Pool Companies. Upon successful completion of the Transaction, BRS will be a Tier 2 mining issuer.
About the Margurete Gold Property
The Margurete Gold Property covers 678ha of mineral claims, located in the Phillips Arm area, approximately 210 kilometers northwest of Vancouver in southwest British Columbia, in the Vancouver Mining Division. The Margurete Gold Property was last explored in 2015 with a comprehensive prospecting program, which included mapping, rock chip sampling, and pack-sack diamond drilling. The short-hole, pack-sack, diamond drilling program utilized a Shaw diamond drill (AQ sized core) with an effective penetration depth of approximately 12 metres.
The primary target at the Margurete Gold Property is the FB Zone, where Falconbridge encountered gold bearing mineralization at shallow depth. In 1986, Falconbridge carried out an initial exploration program in the area of the current Margurete Gold Property. This program consisted of geochemical surveys, ground-based geophysics and diamond drilling, and was successful in identifying gold bearing veins, which are believed to be genetically related to the same mineralizing events responsible for the nearby Doratha Morton and Alexandria Gold mines.
Terms of Option Agreement
Under the terms of the Option Agreement, BRS will be required to make the following payments and incur the follow exploration expenditures to earn a 100% interest in the Margurete Gold Property:
(a) $10,000 and 200,000 shares within 5 days of Exchange approval of the Option Agreement;
(b) BRS shall have completed $1,000,000 exploration expenditures on the Margurete Gold Property within 5 years of the signing of the Option Agreement.
During the term of the Option Agreement, BRS will be responsible for the annual claim maintenance fees. BRS has also granted the Optionor a 1% Gross Overriding Royalty (the “Royalty”) on the Margurete Gold Property. At the option of BRS, BRS may purchase one-half of the Royalty for $1,000,000.
The transaction is subject to the approval of the Exchange.
None of the Non-Arms Length Parties to BRS has any direct or indirect interest in the Margurete Gold Property nor are they insiders of the Optionor. The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" as defined in Exchange Policy 2.4 and consequently BRS is not required to obtain shareholder approval for the transaction.
Non-Brokered Private Placement Financing
In conjunction with closing the transaction, BRS will be completing a proposed non-brokered private placement financing of up to 8,000,000 common shares (each a “Share”) at a price of $0.05 per Share for gross proceeds of up to $400,000 (the “Offering”).
Subject to Exchange approval, BRS may pay finders in cash and/or share purchase warrants under the Offering.
The proceeds of the Offering will be used for exploration work on the Margurete Gold Property and general working capital purposes.
Directors, Officers and Insiders of Resulting Issuer
Upon completion of the transaction, it is anticipated that the board of directors of BRS will comprise of a minimum of three individuals. As of the date of this news release, the following persons are anticipated to be the directors, officers and insiders of BRS following completion of the transaction:
Luke Norman, Chief Executive Officer, President and Director
Mr. Norman has served as Chief Executive Officer, President, Chief Financial Officer and a director of BRS since May 30, 2012. Mr. Norman has been a mining consultant for various entities for the past 10 years. Further, Mr. Normal is the co-founder and former director of Stratton Resources Inc. and a cofounder of Gold Standard Ventures.
Robert McMorran, Director
Mr. McMorran has served as a director of BRS since November 2011. Mr. McMorran obtained his Chartered Accountants designation in 1981. Robert McMorran founded Malaspina Consultants Inc. in July 1997 after having spent the prior 15 years in various positions of increasing responsibility in the financial reporting group/senior management of two Vancouver-based mining companies. Mr McMorran has held board and senior management positions with a number of public companies since 1991 and is a director and or CFO a number of junior resource companies, including Encanto Potash Corp and Santacruz Silver Mining Ltd. Mr. McMorran also serves as a director of Hello Pal International Inc., a social media language exchange platform company listed on the CSE.
Barry Girling, Director
Mr. Girling has served as a director of BRS since November 2011. Mr. Girling has been active in various aspects of mineral exploration since 1977. He couples his geological understanding with a B.Com. (Finance) degree to provide consulting services to a number of TSX Venture Exchange companies. He has strong capital markets experience gained as a founder and director of Foundation Resources Inc. and Search Minerals Inc and was a director of Roxgold Inc. from August 2006 through September 2102 completed the re-organization of Roxgold Inc. and the acquisition of its Burkina Faso gold property. Aside from BRS, Mr. Girling was from November 2012 President and CEO of Birch Hill Gold Corporation until it amalgamated with Canoe Mining Ventures in June of 2014 and continues as a director of I- Minerals Inc. and Kiska Metals Corporation.
BRS is current evaluating suitable candidates for the position of Chief Financial Officer and Corporate Secretary following closing of the Transaction.
Sponsorship
BRS will be seeking a waiver of the requirement to engage a sponsor pursuant to the Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements.
Qualified Person
Ed Harrington, P.Geo, a Qualified Person under National Instrument 43-101, will be preparing the 43-101 Technical Report for BRS and has reviewed and approved the technical information contained in this news release.
About BRS
BRS Ventures Ltd. was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on June 8, 2007. Following its initial public offering on February 29, 2008, BRS qualified as a capital pool company ("CPC") as defined by Exchange Policy 2.4 (“Policy 2.4”) and the shares were listed for trading under the trading symbol "BRV-P.V". To date BRS has not completed a Qualifying Transaction (“QT”) as defined under Policy 2.4. As BRS has yet to complete a QT, BRS no longer qualifies as a CPC and currently trades on the NEX board of the Exchange under the trading symbol “BRV.H”.
For further information please contact:
BRS Ventures Ltd.
Robert McMorran (604) 639-4521
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. BRS cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond BRS’s control. Such factors include, among other things: risks and uncertainties relating to BRS’s ability to complete the proposed Qualifying Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, BRS undertakes no obligation to publicly update or revise forward-looking information.
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.
A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
NEITHER 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.