Trading Symbol: TSXV AGN.H
VANCOUVER, June 16 /CNW/ - Angus Ventures Corp. (the "Company") is
pleased to announce that it has entered into a letter of intent dated June 15,
2009 with Raytec Metals Corp. ("Raytec", TSXV: RAY), pursuant to which:
1. Raytec will sell to the Company all of its current potash properties
including the Spar Property and KP452 Claim for up to 20,680,000
shares of the Company at a deemed price of $0.25 per share for a
deemed value of up to $5,170,000, which is approximately equal to
the aggregate of Raytec's acquisition costs and costs incurred to
date on its potash properties; and
2. Raytec will make available $6.5 million to the Company to be spent
by the Company on its potash properties by December 29, 2009 to earn
a 51% interest in the Company's potash properties, which interest
the Company will have the option to repurchase for 26,000,000 shares
of the Company (the "Option").
If the Option is exercised, Raytec will own an aggregate of up to
46,680,000 shares of the Company which will equal up to 29% of the Company's
issued share capital of up to 160,777,834 shares on a non-fully-diluted basis
or up to 24.5% of the fully-diluted share capital of up to 190,272,324 shares.
For so long as Raytec owns or has the right to own not less than 10% of
the issued shares of the Company:
(i) Raytec will have the right to nominate up to two directors to the
board of directors of the Company proportional to its interest in
the Company; and
(ii) Raytec will have a pre-emptive right to participate in future
financings of the Company so as to preserve its percentage interest
in the Company.
The proposed transactions are subject to a number of conditions,
a. Completion of the three-cornered amalgamation between the Company
and Encanto Potash Corp. (the "Amalgamation");
b. Due diligence investigations by both parties;
c. The drafting of a formal agreement between the parties;
d. Regulatory approval; and
e. The approval of the shareholders of the Company and Encanto Potash
A fee will be payable by the Company to Endeavour Financial Ltd. in
respect of the proposed transactions.
Raytec owns a 100 per-cent interest in Exploration Permit Applications
KP441, KP455, KP466, KP467, and KP468 (referred to as the Spar Property),
totalling 145,000 acres of contiguous ground covering the extensive Middle
Devonian Prairie Evaporite Formation in south-central Saskatchewan. A
Technical Report, authored by Dr. Michael Hardy. P.E. of Agapito Associates
Inc. and Joseph E. Crawford L.P.G., formerly of Agapito Associates Inc. was
issued on July 7th, 2008. The report concluded that KP441 Langham Potash
Permit Application contains an Indicated Mineral Resource of 12.49 Million
metric tonnes of K2O and an Inferred Mineral Resource of 12.24 Million metric
tonnes of K2O. A 2D seismic programme has also been conducted on the property
with the final results pending.
Raytec also holds a 100% interest in the KP452 claim block located in the
southeastern portion of the evaporite formation, approximately 380 kilometres
southeast of Raytec's KP441 group of claim blocks. An exploration permit has
been granted to Raytec by the Saskatchewan Ministry of Energy and Resources in
July 2008. The permit grants Raytec the right to explore approximately 36,113
acres of prospective potash ground. The claim lies approximately 42 kilometres
southwest of the Mosaic Company-Compass Mineral Group's K-1 and K-2 potash
mines. It is also located 53 kilometres west of Potash Corp. of Saskatchewan's
Rocanville potash mine.
James Walchuck, President & CEO of Angus Ventures Corp., commented "This
infusion of Raytec's exploration dollars and potash properties will allow us
to take the corporation to the next level on a solid foundation. It is an
exciting time for our shareholders indeed".
Completion of the transaction is subject to the completion of the
Amalgamation, which remains subject to a number of conditions, including
Exchange acceptance and Shareholder approval for both the Company and Encanto.
The Amalgamation cannot close until the required Shareholder approval is
obtained. There can be no assurance that the Amalgamation will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement
of the Company in respect of the Amalgamation, which has not yet been accepted
by the Exchange, any information released or received with respect to the
Amalgamation may not be accurate or complete and should not be relied upon.
Trading in the securities of the Company and Encanto should be considered
The TSX Venture Exchange has in no way passed upon the merits of the
Amalgamation or of the proposed transaction and has neither approved nor
disapproved the contents of this news release.
ON BEHALF OF THE BOARD OF DIRECTORS
President & CEO
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 NEWS RELEASE.
For further information:
For further information: James Walchuck, President & CEO, at (604)