/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
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TORONTO, Jan. 23, 2012 /CNW/ - Foxpoint Capital Corp. ("Foxpoint") (TSX-V: FXC.P), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce that it has entered into an acquisition
agreement dated January 23, 2012 (the "Acquisition Agreement") to acquire, by means of amalgamation involving 2308800 Ontario Inc.
("Foxpoint Subco", a wholly-owned subsidiary of Foxpoint), all of the issued and
outstanding common shares in the capital of Telegraph Gold Inc. ("Telegraph") (the "Telegraph Shares") (the "Transaction"). Prior to closing of the Transaction, Telegraph proposes to complete
a brokered private placement of Telegraph Shares, or other securities
of Telegraph, through a syndicate of agents (the "Agents") for gross proceeds of up to $15,000,000 (the "Telegraph Financing") and upon completion of the Transaction, all of the issued and
outstanding Telegraph Shares (including those issued pursuant to the
Telegraph Financing) will be exchanged for common shares in the capital
of Foxpoint (the "Foxpoint Shares").
The Transaction, if completed, will be structured as a three-cornered
amalgamation (the "Amalgamation") and is intended to constitute Foxpoint's "Qualifying Transaction", as
such term is defined pursuant to Exchange Policy 2.4. It is intended
that, subject to Foxpoint shareholder approval, immediately before the
Amalgamation, the outstanding Foxpoint Shares will be consolidated on
the basis of one new Foxpoint Share for every 1.5 Foxpoint Shares then
outstanding (the "Consolidation"). Upon or immediately prior to completion of the Transaction, subject
to approval by the shareholders of Foxpoint, Foxpoint's name will be
changed to "Telegraph Gold Corp." (the "Resulting Issuer"). In connection with the Transaction, Foxpoint will apply for the
Resulting Issuer to be listed on the Exchange as a Tier 1 mining
Upon completion of the Transaction, Foxpoint Shares will be issued to
all shareholders of Telegraph, including the participants in the
Telegraph Financing. Each shareholder of Telegraph will receive one
Foxpoint Share (on a post-Consolidation basis) in exchange for each
Telegraph Share (the "Exchange Ratio"). All convertible securities in the capital of Telegraph, including
any common share purchase warrants issued by Telegraph to the Agents
and all outstanding options to purchase Telegraph Shares, will be
exchanged for convertible securities of Foxpoint in accordance with the
Exchange Ratio. The precise number of securities to be issued by
Foxpoint to acquire Telegraph is unknown at this time and will depend
on the final size and terms of the Telegraph Financing and the
completion of the Consolidation.
The Transaction is subject to satisfaction or waiver of conditions set
out in the Acquisition Agreement, including the following: (i)
conditional approval of the Transaction by the Exchange; (ii) board of
director approvals of each party to the Transaction; (iii) Telegraph
shareholder approval of the Amalgamation; (iv) Foxpoint shareholder
approval of the Consolidation and change of name; (v) receipt of all
required or desirable regulatory approvals, consents and waivers; (vi)
completion of the Telegraph Financing; and (vii) compliance with all
other applicable regulatory requirements and conditions. The
Transaction does not constitute a "Non-Arm's Length Qualifying
Transaction" as defined in Exchange Policy 2.4 and consequently
Foxpoint is not required to obtain shareholder approval for the
About Foxpoint and Foxpoint Subco
Foxpoint was incorporated on December 16, 2009 under the laws of the
Province of Ontario and is a capital pool company under the Exchange
Policies. Foxpoint's sole business since incorporation has been to
investigate business opportunities with a view to completing a
Foxpoint Subco was incorporated on December 8, 2011 under the laws of
the Province of Ontario and is wholly-owned by Foxpoint. Foxpoint Subco
has not carried on any business to date and was incorporated for the
purpose of implementing the Transaction.
Telegraph was incorporated on January 29, 2010 under the laws of the
Province of Ontario. Telegraph is the owner of mining claims in Sierra
County, California comprised of the following: (i) a 100% earn-in
option related to the Telegraph claims (1,900 acres, including the past
producing Telegraph Mine 100%) (the "Telegraph Claims"), (ii) the Excelsior claims (1,070 acres, including the past producing
Monte Cristo Mine) (the "Excelsior Claims", collectively with the Telegraph Claims, the "Telegraph Gold Project"), and (iii) the Mt. Vernon claims (140 acres). Telegraph has also
entered into a non-binding letter of intent to acquire 100% of the
White Bear claims, located directly to the south and adjacent to the
Telegraph claims in Sierra County, California.
The Telegraph Gold Project is located in the Mother Lode Gold district
of Sierra County in Northern California. The Telegraph Mine, which is
fully permitted for underground rehabilitation and underground
exploration drilling. Telegraph has the exclusive option to earn a 75%
interest in the Telegraph Claims by completing $4,730,000 in project
expenditures and making payments of $3,600,000 to the vendor by 2015.
Telegraph can earn an additional 25% by completing a feasibility study,
issuing an additional payment of $6,500,000 in either cash or stock,
and providing a 2% net smelter royalty.
Based on Telegraph's September 30, 2011 unaudited financial statements,
prepared in accordance with International Financial Reporting
Standards, for the nine months ended September 30, 2011, Telegraph had
no revenues and a net loss and comprehensive loss of $10,416.
Telegraph's total assets and liabilities were $7,946,643 and
$7,817,665, respectively, as at September 30, 2011. Audited and
unaudited financial information for Telegraph will be provided in the
filing statement to be prepared by Foxpoint in connection with the
Velasquez Spring, P.Eng., Senior Geologist, is the Qualified Person in
accordance with National Instrument 43-101 responsible for the
technical content of this press release and has reviewed and approved
it accordingly. Mr. Spring is an independent consultant contracted by
Proposed Management and Board of Directors of the Resulting Issuer
As a result of the Transaction, the entity resulting from the
Amalgamation will be a wholly-owned subsidiary of the Resulting
Issuer. The following individuals are expected to be Insiders (as
defined in the Exchange Policies) of the Resulting Issuer:
Peter Olander (Reno, Nevada), President and Chief Operating Officer - Mr. Olander holds a Masters degree in Geology from Eastern Washington
University, and has over 25 years of experience as a Geologist, Project
Manager, and Exploration Consultant. Most recently, Mr. Olander was
employed by a private U.S. Company in evaluating gold property
acquisitions. Mr. Olander has also worked with Kinross Gold
Corporation, Placer Dome Inc., Majestic Diamonds and Metals Inc., and
FMC Gold Company.
Fraser Buchan (Toronto, Ontario), Director - Mr. Buchan is the Chief Executive Officer and a Director of Foxpoint.
Mr. Buchan has served as President and Chief Executive Officer of Angus
Mining (Namibia) Inc. since his appointment in September 2010 and
formerly served as Vice President Corporate Development at Elgin Mining
Inc. (formerly Phoenix Coal Inc.). Between 2006 and 2009 he worked in
institutional sales with GMP Europe LLP and GMP Securities LLP. Mr.
Buchan earned a BA in Economics from McGill University in 2006.
Kevin Bullock (Toronto, Ontario), Non- Executive Chairman, Director - Mr. Bullock is a registered Professional Mining Engineer in the
province of Ontario and received his engineering degree from Laurentian
University in Sudbury, Ontario. Mr. Bullock is the founding President
of both Volta Resources Inc. and Goldcrest Resources Ltd. and has been
Chief Executive Officer of both companies since each company's
inception in 2002 and 2003, respectively. Mr. Bullock has over 23 years
experience, at senior levels, in mining exploration, mine development
and mine operations and has completed several exploration and mining
projects, both in North America and abroad, including projects in
Mexico, Sweden, and West Africa, where he was Iamgold Corporation
Ltd.'s General Manager. Until recently, he was VP, Operations for
Kirkland Lake Gold Ltd.
Greg Lipton (Toronto, Ontario), Director - Mr. Lipton is a registered Professional Geoscientist with the
Association of Professional Geoscientists of Ontario (APGO) and a long
time member of the Prospectors and Developers Association of Canada
(PDAC). He has more than 33 years of field experience in international
exploration for base metal, precious metal, diamond, and industrial
mineral deposits, most of which was with BHP Billiton Plc and Utah
International, Inc. as a Senior Geologist. Mr. Lipton has worked many
and varied geologic environments including porphyry, epithermal, VMS,
MVT, BHT, and Sedex types in North, Central, and South America, Africa,
Australia, Southeast Asia, and the Middle East. Mr. Lipton has held his
current position as President, Chief Executive Officer and a Director
of Metallum Resources Inc. (formerly Young-Shannon Gold Mines Limited)
Andrew Powers (Toronto, Ontario), Director and Corporate Secretary - Mr. Powers is a lawyer with Osler, Hoskin & Harcourt LLP. His law
practice focuses on corporate finance and mergers and acquisitions,
with an emphasis on the mining and precious metals sectors. Mr. Powers
is a member of the Prospectors and Developers Association of Canada and
the Rocky Mountain Mineral Law Foundation. Mr. Powers holds a Bachelor
of Arts (Honours) from the University of Ottawa and a law degree from
Colin Sutherland (Toronto, Ontario), Director - Mr. Sutherland is a Chartered Accountant and has over 15 years
experience in corporate finance, capital markets, and strategic
initiatives. Mr. Sutherland has extensive experience in mergers and
acquisitions and financing mineral exploration and development projects
having been involved in mergers and acquisitions totalling
approximately $1 billion and financings in excess of $500 million. Mr.
Sutherland has held senior executive positions with Aurico Gold Inc.,
Nayarit Gold Inc. and Capital Gold Corp. and is currently the Chief
Financial Officer of Timmins Gold Corp.
Darin Wagner (Toronto, Ontario), Director - Mr. Wagner is a Professional Geologist with 20 years of exploration
and corporate development experience. Early in his career, Mr. Wagner
was a project geologist and manager for Noranda Inc. (now Xstrata plc)
and Cominco Ltd. (now Teck Resources Limited). In 1999 Mr. Wagner
became Vice-President, Exploration for New Millennium Metals Corp.
which was successfully merged with Platinum Group Metals Ltd. in 2002.
Mr. Wagner served as Exploration Manager for TSX-listed Platinum Group
Metals Ltd. through the acquisition, discovery and initial delineation
of the multi-million ounce West Bushveld PGE deposit in South Africa.
Mr. Wagner became President of Sydney Resource Corp. in 2005 and helped
engineer the successful merger with Band Ore Resources to form West
Timmins Mining Inc. in 2006. He then served as a President, Chief
Executive Officer, Director and Qualified Person for West Timmins
Mining Inc. until its acquisition by Lake Shore Gold Corp. in 2009. Mr.
Wagner currently serves as a director of Candente Gold Corp., Druk
Capital Partners Inc. and GTA Resources and Mining Inc. and acts as a
technical and/or corporate advisor to several other publicly listed
resource companies including MAG Silver Corp. and Abzu Gold Ltd. Mr.
Wagner is currently President and Chief Executive Officer of Balmoral
Mark Wayne (Toronto, Ontario), Director - After beginning his career practising corporate and securities law
for seven years with Bennett Jones LLP, Mr. Wayne has been directly
involved in the investment industry since 1987. Mark founded and was
President of AltaFund Investment Corp. from 1987 to 1991. He was Vice
President of Altamira Management Ltd. for seven years and has played a
key role in raising funds for a broad array of companies in several
industries. Mark has been involved with several other companies at
either the officer or director level, including Antares Minerals Inc.,
Stem Cell Therapeutics Corp. and QGX Ltd. He is currently Chairman of
the board of directors of Alamos Gold Inc.
Proposed Telegraph Financing
The Acquisition Agreement contemplates Telegraph completing a financing
to raise gross proceeds of up to $15,000,000. Agents will receive
commissions consisting of cash and broker warrants in an amount to be
agreed upon between the Agents and Telegraph.
Interests of Non-Arm's Length Parties
Each of Fraser Buchan and Robert Buchan have a direct interest in the
Transaction by virtue of the fact that each are Insiders (as such term
is defined in Exchange Policy 1.1) of Foxpoint and are also
shareholders of Telegraph. Fraser Buchan is currently the President and
Chief Executive Officer and a director of Foxpoint and Robert is
currently a director of Foxpoint and each owns 23.2% of the Foxpoint
Shares. Fraser Buchan and Robert Buchan own 200,000 and 500,000
Telegraph Shares, respectively, and are not Control Persons (as such
term is defined in Exchange Policy 2.4) of Telegraph.
Foxpoint intends to rely upon the exemption in Section 3.4 of Exchange
Policy 2.2 from the requirement to have an application for listing in
connection with a Qualifying Transaction sponsored by a Member of the
Exchange, assuming, among other things, the Telegraph Financing will
raise in excess of the minimum amount required to qualify for the
sponsorship exemption. There can be no assurance that Foxpoint will be
able to obtain this exemption.
Foxpoint will prepare an Exchange-compliant filing statement in
conjunction with the Transaction and further information on Telegraph,
including a National Instrument 43-101 - Standards of Disclosure for Mineral Projects compliant report, will be provided in the filing statement.
Other Information and Updates
The Foxpoint Shares are currently listed for trading on the Exchange;
however, they have been halted from trading and will remain halted
pending satisfaction of the Exchange's requirements. There can be no
assurance that trading in the Foxpoint Shares will resume prior to the
completion of the Transaction.
This press release contains forward-looking statements and information
that are based on the beliefs of management and reflect Foxpoint's
current expectations. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these words or
such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. The
forward-looking statements and information in this press release
include information relating to the business plans of Foxpoint,
Foxpoint Subco and Telegraph, the Telegraph Financing, the Transaction
(including Exchange approval, the Amalgamation, the Consolidation, the
change of Foxpoint's name, and completion or termination thereof) and
the board of directors and management of the Resulting Issuer upon
completion of the Transaction. Such statements and information reflect
the current view of Foxpoint with respect to risks and uncertainties
that may cause actual results to differ materially from those
contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
There can be no assurance that the Telegraph Financing will be
completed, as to the actual proceeds to be raised in connection with
the Telegraph Financing or as to the offering price to be realized. In
particular, the amount raised may be significantly less than the
maximum amount indicated if investors are not prepared to invest and
may dictate the offering price for Telegraph Shares or other securities
There can be no assurance that the approval of the Exchange required to
complete the Transaction will be obtained. Further, approval of the
Exchange may be conditional upon amendments to the transactions
disclosed herein; and
There can be no assurance that the conditions to closing required to
complete the Transaction will be satisfied.
There are a number of important factors that could cause Foxpoint's
actual results to differ materially from those indicated or implied by
forward-looking statements and information. Such factors relating to
the Telegraph claims include, among others, the timing and content of work
programs, results of operation activities and development of mineral
properties, the interpretation of drilling results and other geological
data, the uncertainties of resource and reserve estimates, receipt and
security of mineral property titles, receipt of licenses to conduct
mining activities, project cost overruns or unanticipated costs and
expenses, fluctuations in metal prices and general market and industry
Foxpoint cautions that the foregoing list of material factors is not
exhaustive. When relying on Foxpoint's forward-looking statements and
information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential
events. Foxpoint has assumed a certain progression, which may not be
realized. It has also assumed that the material factors referred to in
the previous paragraph will not cause such forward-looking statements
and information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject to
change and there can be no assurance that such assumptions will reflect
the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE
REPRESENTS THE EXPECTATIONS OF FOXPOINT AS OF THE DATE OF THIS PRESS
RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS
SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND
SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE
FOXPOINT MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION
AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
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 Transaction and associated transactions and has neither approved
nor disapproved of the contents of this press release.
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 release.
SOURCE Foxpoint Capital Corp.
For further information:
Foxpoint Capital Corp.
Fraser Buchan: President, CEO