/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
TORONTO, March 8, 2013 /CNW/ - Foxpoint Capital Corp. ("Foxpoint") (NEX: FXC.H), a capital pool company listed on the NEX board (the "NEX") of the TSX Venture Exchange (the "Exchange") is pleased to announce that it has signed a consent and amending
agreement (the "Amending Agreement") to reflect certain restructuring that was undertaken following the
signing of the acquisition agreement (the "Acquisition Agreement") dated November 2, 2012. The Acquisition Agreement provides for
Foxpoint 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 (the "Telegraph Shares") in the capital of Telegraph Gold Inc. ("Telegraph") (the "Transaction").
Since the signing of the Acquisition Agreement, the following has
Telegraph completed its private placement offering (the "Financing") of an aggregate of 7,320,069 units (the "Financing Units") at an offering price of $0.75 per Financing Unit for gross proceeds
of $5,490,051.75. The Financing was effected in two tranches, 2,840,000
Financing Units were issued on October 31, 2012 and 4,480,069 Financing
Units were issued on November 28, 2012. Each Financing Unit consisted
of one common shares of Telegraph (a "Telegraph Share") and one-half of one Telegraph Share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Telegraph
Share at a price of $1.00 until the date that is 18 months following
the date of issuance.
Telegraph with the concurrence of Foxpoint has terminated the Telegraph
option agreement dated January 26, 2011 and later amended on May 30,
2012. This will result in Telegraph and the Resulting Issuer (as
defined below) being able to better focus its resources on the
exploration activities and other work to further advance the Castle
Mountain Project (as defined below).
Kevin Bullock, the Chairman and a director of Telegraph, and Andrew
Powers, the Corporate Secretary and director of Telegraph have
resigned. These individuals will no longer be joining the board of the
Resulting Issuer following the completion of the Transaction.
Mr. Robert Buchan proposes to join the Resulting Issuer as the Chairman
and a director. Mr. Buchan has been in the mining industry for over 35
years and has a wealth of experience to offer the board of the
Resulting Issuer. Please see his biography below for further details.
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. 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 (the "Foxpoint Shares") in the capital of Foxpoint. Each shareholder of Telegraph (each, a "Telegraph Shareholder") will receive one Foxpoint Share in exchange for each Telegraph Share
(the "Exchange Ratio"). All convertible securities in the capital of Telegraph, including
common share purchase warrants and all outstanding options to purchase
Telegraph Shares, will be exchanged for convertible securities of
Foxpoint in accordance with the Exchange Ratio. The aggregate number of
common shares to be issued by Foxpoint (assuming the exercise of all
convertible securities of Telegraph) to acquire Telegraph is
55,700,102. The foregoing reflects the recent cancellation of
2,500,000 Telegraph Shares held by certain founders for nil
Following the completion of the Amalgamation, it is expected that the
Resulting Issuer will have an aggregate of 52,539,168 common shares
issued and outstanding, 4,200,000 options to purchase common shares and
3,660,034 warrant to purchase commons shares (at a price of $1.00 per
share until May 2014). On a fully diluted basis, the Resulting Issuer
would have 60,399,202 common shares issued and outstanding.
Assuming Foxpoint shareholder ("Foxpoint Shareholder") approval is obtained, upon or immediately prior to completion of the
Transaction, Foxpoint's name will now be changed (the "Name Change") to "Castle Mounting Mining Company" (the "Resulting Issuer"), or such other name as determined by the board of Foxpoint. The
entity resulting from the Amalgamation will be a wholly-owned
subsidiary of the Resulting Issuer, which will own, directly or
indirectly, all of the mining claims that comprise the Castle Mountain
Project. In connection with the Transaction, Foxpoint will apply for
the Resulting Issuer to be listed on the Exchange as a Tier 1 mining
Foxpoint will hold a special meeting of Foxpoint Shareholders (the "Meeting") to vote on, among other things, the Transaction (the "Transaction Resolution") and the Name Change. The Transaction Resolution must be approved by
an affirmative vote of a simple majority of the votes cast by Foxpoint
Shareholders present in person or by proxy in respect of the
Transaction Resolution at the Meeting, excluding the votes of Fraser
Buchan and Robert Buchan, who are related parties, and whose 1,450,000
common shares of Foxpoint will be excluded from the vote. Telegraph
Shareholder approval of the Amalgamation will also be obtained at a
special meeting of Telegraph Shareholders.
The Transaction remains subject to satisfaction or waiver of conditions
set out in the Acquisition Agreement, including the following: (i)
approval of the Transaction by Foxpoint Shareholders; (ii) approval of
the Amalgamation by Telegraph Shareholders; (iii) conditional approval
of the Transaction by the Exchange; (iv) receipt of all required or
desirable regulatory approvals, consents and waivers; and (v)
compliance with all other applicable regulatory requirements and
The Amending Agreement provides that if the Amalgamation has not
occurred on or before April 30, 2013, the obligations of the parties
pursuant to the Acquisition Agreement may be terminated.
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 has 100% ownership of the Castle
Mountain venture, a California general partnership, which owns the
Castle Mountain property in San Bernardino County, California (the "Castle Mountain Project"). The Castle Mountain venture land holdings (7,458 acres total)
include patented claims (1,298 acres), and unpatented claims (3,209
acres), covering approximately 4,507 acres, plus additional leased
claims of approximately 2,951 acres.
Proposed Management and Board of Directors of the Resulting Issuer
The following individuals are expected to be Insiders (as defined in the
Exchange Policies) of the Resulting Issuer:
Gordon McCreary (Toronto, Ontario), President, Chief Executive Officer
and Director - Mr. McCreary currently serves as a Director of Northern Iron Corp.,
Probe Mines Limited and McChip Resources Inc. From May 2004 to March
2010, Mr. McCreary was Chief Executive Officer of Baffinland Iron Mines
Corporation. From June 1993 to May 2004, Mr. McCreary was Vice
President of Kinross Gold Corporation with responsibility for investor
relations and corporate development. Before joining Kinross upon its
formation in 1993, he was Vice President of Dundee Bancorp Inc. and
Investment Analyst with its affiliate International Corona Corporation
from 1989. Prior to 2004 when he joined Baffinland, Mr. McCreary has
worked almost exclusively in the gold business for over 20 years with
prior experience in the base metals, coal and industrial minerals. Mr.
McCreary has a B.Sc. degree in Mining Engineering (1974) and an MBA
(1978), both from Queen's University.
Robert Buchan (Toronto, Ontario, Chairman and Director - Mr Buchan has over 35 years of experience in the mining sector with a
solid track record of identifying, acquiring and then subsequently
managing the resource definition and development of international
mineral resources. Mr. Buchan is currently the Executive Chairman of
Allied Nevada Gold Corp., a mining company, which position he has held
since June 2007. In addition, Mr. Buchan currently serves as Chairman
of the board of directors of Polyus Gold International Limited, a large
Russian gold company and in the same capacity on Touchstone Gold
Limited, a gold-focused mineral exploration company with a property in
Northern Colombia. From 1993 to 2005, he served as the CEO of Kinross,
a mining company. Mr. Buchan founded Kinross in 1993 and as its CEO was
instrumental in transforming Kinross from a newly formed company into
one of the world's fastest growing gold producers. Mr. Buchan retired
as President and CEO of Kinross in March 2005 to focus on mineral
assets in the Democratic Republic of Congo. He was one of the founders,
a director and non-executive Chairman of Katanga Mining Limited. Mr.
Buchan holds a degree in Mining Engineering from Herriot-Watt
University in Edinburgh (1969) and a Masters of Science in Mineral
Economics from Queen's University (1971).
Brian Morales (Toronto, Ontario), Chief Financial Officer and Corporate
Secretary - Mr. Morales currently serves as Chief Financial Officer of several
publicly-traded exploration and development companies, including
Touchstone Gold Limited and Angus Mining Inc. He previously served as
Chief Financial Officer of Elgin Mining Inc. and also previously held a
finance position with Kinross Gold Corporation and was employed in
equity research with Credit Suisse Securities (Canada) Inc., covering
the precious metals sector. Mr. Morales holds a Bachelor of Business
Administration from York University and is a Canadian Chartered
Fraser Buchan (Toronto, Ontario), Vice-President, Corporate Development
and Director - Mr. Buchan is President and Chief Executive Officer of Angus Mining
Inc., an exploration stage company, since September 2010, and is a
director of Touchstone Gold Limited. He was previously Vice President
Corporate Development at Elgin Mining Inc. (formerly Phoenix Coal
Inc.), from February 2009 until April 2011. Prior to that, he worked
in institutional sales with GMP Europe LLP, an investment dealer from
October 2007 to February 2009 and with GMP Securities LLP, an
investment dealer from May 2006 to October 2007. Mr. Buchan earned a BA
in Economics from McGill University in 2006.
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. 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)
Peter Olander (Reno, Nevada), Vice President Exploration 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.
Colin Sutherland (Hammond Plains, Nova Scotia), 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 is currently Chief Financial Officer of Archipelago
Resources plc. He was Chief Financial Officer for Timmins Gold
Corporation (May 2011 to April 2012), President of Capital Gold Corp.
(August 2010 to April 2011), President and Chief Executive Officer of
Nayarit Gold Inc. (May 2007 to August 2010) and Chief Financial Officer
of Aurico Gold Inc. (August 2004 to May 2007).
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 Toronto Stock Exchange
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 previously served as a director of Candente Gold
Corp. (January 2010 to October 2011) and GTA Resources and Mining Inc.
(January 2010 to July 2011) and currently acts as a technical and/or
corporate advisor to several other publically listed resource companies
including MAG Silver Corp. and Abzu Gold Ltd. Mr. Wagner is currently
President, Chief Executive Officer and a Director of Balmoral Resources
Ltd., a position he has held since April 2010. He has served as a
Director of Druk Capital Partners Inc. since April 2010.
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. Mr. Wayne founded and
was President of AltaFund Investment Corp. from 1987 to 1991. He was
Vice President of Altamira Management Ltd. for seven years from 1991 to
1998 and has played a key role in raising funds for a broad array of
companies in several industries. Mr. Wayne has been involved with
several other companies at either the officer or director level,
including Antares Minerals Inc. (July 2004 to December 2010), Stem Cell
Therapeutics Corp. (December 2004 to August 2010) and QGX Ltd. (August
2002 to September 2008). He is currently Chairman of the board of
directors of Alamos Gold Inc., a position he has held since May 2005.
Effect of the Transaction
Following completion of the Transaction, the Resulting Issuer intends to
carry on the business currently operated by Telegraph and its efforts
will be directed at continuing to advance the exploration, development
and future production activities at the Castle Mountain Project.
Interests of Related Parties - Related Party Transaction
Although the Transaction is not considered to be a Non Arm's Length
Qualifying Transaction within the meaning of Exchange Policy 2.4, it is
considered a "related party transaction" for the purposes of
Multilateral Instrument 61-101 ("MI 61-101") since Fraser Buchan, currently the President, Chief Executive Officer
and a director of Foxpoint, owns 2,333,333 Telegraph Shares
(approximately 4.8% of the issued and outstanding Telegraph Shares) and
Robert Buchan, a greater than 10% Foxpoint Shareholder, owns 833,400
Telegraph Shares (approximately 1.7% of the issued and outstanding
Telegraph Shares). Collectively, Fraser Buchan and Robert Buchan own
approximately 3,166,733 Telegraph Shares. Fraser Buchan and Robert
Buchan also each own 725,000 Foxpoint Shares (approximately 17% of the
issued and outstanding Foxpoint Shares, respectively). As such,
Minority Approval of the Transaction is required by Foxpoint
Shareholders. After giving effect to the Transaction and the Telegraph Financing,
Fraser Buchan and Robert Buchan will collectively own 4,616,733 shares
of the Resulting Issuer.
Since Fraser Buchan, a director and officer of Foxpoint, holds Telegraph
Shares and will receive securities of the Resulting Issuer as a result
of the Transaction, the Transaction was approved by all of the members
of the Foxpoint board of directors, with the exclusion of Mr. Buchan,
who has disclosed his conflicting interests in the Transaction and
refrained from voting thereon.
MI 61-101 provides that an issuer involved in a related party
transaction or business combination must obtain formal valuation unless
an exemption from the valuation requirement can be relied upon, and
must obtain minority approval, as described in MI 61-101 (the "Minority Approval"), for the transaction, unless an exemption from the Minority Approval
requirements can be relied upon. Pursuant to Exchange Policy 5.9 and
paragraph 5.4(1)(b) of MI 61-101 an exemption from the valuation
requirement for related party transactions is available to Foxpoint, as
Foxpoint's securities are solely listed on the Exchange.
Following completion of the Transaction, to the best of the knowledge of
the directors and executive officers of Foxpoint and Telegraph, there
will be no persons or companies who will beneficially own, directly or
indirectly, or exercise control or direction over, common shares in the
capital of the Resulting Issuer Shares carrying more than 10% of the
voting rights attached to the common shares in the capital of the
Resulting Issuer after giving effect to the Transaction.
Foxpoint intends to rely upon an 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. However, there can be no assurance that Foxpoint will be able
to obtain an exemption.
Foxpoint has filed a draft information circular with the Exchange in
conjunction with the Transaction, which is under review. The circular
will include, among other things, further information on Telegraph and
a summary of the applicable National Instrument 43-101 - Standards of Disclosure for Mineral Projects report. Once the Exchange has completed its review the circular will be
sent to shareholder and be made available at www.sedar.com.
Other Information and Updates
The Foxpoint Shares are currently listed for trading on the NEX;
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, Telegraph and the Resulting Issuer, the Telegraph
Financing, the Transaction (including Foxpoint Shareholder approval,
Exchange approval, the change of Foxpoint's name, and completion or
termination thereof), the Amalgamation (including Telegraph Shareholder
approval) 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
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 Foxpoint Shareholders will vote in
favour of the Transaction;
There can be no assurance that the Telegraph Shareholders will vote in
favour of the Amalgamation;
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