TORONTO, Sept. 10 /CNW/ - Goldbard Capital Corporation ("Goldbard" or the
"Company") (TSX-V:GDB.P) and Adriana Resources Inc. ("Adriana") (TSX-V:ADI)
are pleased to announce that they have entered into a letter of intent (the
"Agreement") dated September 9, 2008, pursuant to which Goldbard shall acquire
all of the issued and outstanding shares of MIE Metals Corp. ("MIE"), a wholly
owned subsidiary of Adriana (the "Transaction"). Jennings Capital Inc. (the
"Agent") is acting as advisor and agent to Adriana with respect to the
MIE is a private company incorporated under the laws of British Columbia
with its head office in Vancouver, British Columbia. Through a wholly-owned
subsidiary, MIE is involved in the exploration of nickel, copper, platinum and
palladium mineralization associated with the Muskox Intrusion (the "MIE
Project"), located in Nunavut, Canada, and uranium mineralization associated
with the adjacent Hornby Bay Basin (the "Bear Valley Project"). The MIE
Project and the Bear Valley Project are comprised of: (a) two Inuit Owned
Lands Exploration Agreements covering 19,711 hectares; (b) 75 wholly-owned
mineral claims covering 67,035 hectares; and (c) 42 mineral claims covering
37,194 hectares, held in a 50:50 joint venture with UNOR Inc.
The MIE Project draws its name from one of the world's largest
continental-type magmatic events. The Mackenzie Igneous Event deposited an
estimated 5 to 10 million cubic meters of magma across Northern Canada. Rare
geological events such as these are widely known to host large, rich platinum
group element and copper-nickel deposits. For example, two of the world's
largest such complexes, Bushveld in South Africa, and Norilsk-Talnakh in
Russia, host numerous deposits and operating mines.
The Bear Valley Project is located in the eastern edge of the Hornby Bay
Basin, which represents an under-explored sandstone basin with significant
uranium potential that shares many geological characteristics with the
Athabasca and Thelon Basins. Numerous high-grade unconformity style uranium
deposits have been identified within the Athabasca Basin, and mining of these
deposits currently generates approximately one third of the world's uranium
Gordon Addie, President and CEO of MIE stated "Twenty years ago I became
intrigued with the area through my discovery of high grade surface samples of
Ni-Cu-PGE massive sulphide mineralization along the eastern edge of the Muskox
Intrusion. Over the last three years, the Adriana team developed a detailed
geological and geophysical model that resulted in the successful intersection
of a new disseminated, magmatic zone. We look forward to advancing the
projects now under control of MIE through the related transaction."
Pursuant to the Transaction, Goldbard will acquire all of the issued and
outstanding shares of MIE in exchange for the issuance to the shareholder of
MIE of an aggregate of 8,000,000 common shares of Goldbard at a deemed price
of $0.75 per Goldbard common share, for total consideration of $6,000,000.
Concurrent with the closing of the Transaction, the outstanding Goldbard
common shares, options and warrants will be consolidated on a 3.4 for 1 basis
and the MIE shareholder will be entitled to receive 1 post-consolidation
Goldbard common share for each one MIE common share. The Transaction is an
arm's length transaction pursuant to the policies of the TSX Venture Exchange
(the "Exchange" or "TSX-V").
Concurrent with completion of the Transaction, MIE shall repay: (i) in
MIE common shares at a deemed price of $0.75 per share, the shareholder loans
due to Adriana, estimated to be approximately $258,578, and certain other
loans, estimated to be approximately $24,970 (collectively, the "MIE Loans");
and (ii) in cash, the shareholder loans due to Adriana, estimated to be
approximately $280,000, plus expenses associated with the Transaction, and
certain other loans, estimated to be approximately $24,970. The MIE common
shares to be issued as part of the repayment of the MIE Loans are to be
exchanged for Goldbard common shares as part of the Transaction using the
above-mentioned conversion ratio.
The Transaction will constitute Goldbard's "Qualifying Transaction" as
such term is defined in Policy 2.4 of the Exchange, and upon completion, will
result in the listing of Goldbard as an Exploration and Mining Issuer. Upon
completion of the Transaction, Goldbard intends to change its name to "MIE
Metals Corp." or to a similar name.
Concurrently with the closing of the Transaction, subject to regulatory
approval, MIE shall have completed an offering (the "Concurrent Financing")
of: (i) flow-through common shares of MIE ("Flow-Through Shares") for gross
proceeds of a minimum of $2,000,000 and a maximum of $3,000,000; and (ii)
units (the "Units"), each Unit consisting of one MIE common share and one-half
of one MIE purchase warrant, for gross proceeds of a minimum of $1,000,000 and
a maximum of $5,000,000. Each whole MIE purchase warrant entitling its holder
to purchase one MIE common share for a period of two (2) years from the date
of issuance. The MIE common shares to be issued as part of the Concurrent
Financing are to be exchanged for Goldbard common shares as part of the
Transaction and the MIE purchase warrants will convert into Goldbard warrants,
in each case using the above-mentioned conversion ratio. The proceeds of the
Concurrent Financing will be used for exploration expenditures on MIE's
properties and working capital purposes.
The Agent has been engaged on a "best efforts" agency basis to complete
the Concurrent Financing. The Agent will receive an agency fee equal to 7% of
the gross proceeds of the Concurrent Financing and broker warrants (the
"Broker Warrants") entitling the Agent to purchase that number of MIE common
shares as is equal to 7% of the number of Units and Flow-Through Shares sold
under the Concurrent Financing exercisable for a period of two (2) years from
the date of issuance. The Agent will have the option, exercisable at any time
up to 48 hours prior to the closing, to increase the size of the Concurrent
Financing for additional aggregate proceeds of up to $2,500,000. The
Concurrent Financing will close at the time of and will be conditional upon
the closing of the Transaction.
The parties' obligations to complete the Transaction are subject to the
satisfaction of customary conditions precedent including:
(a) MIE shall have completed the Concurrent Financing for the proceeds
of not less than the minimum and not exceeding the maximum
(b) Each of Goldbard and MIE conducting and completing to its
satisfaction, acting reasonably, their respective technical,
financial and legal due diligence investigation;
(c) MIE shall have prepared current qualifying technical reports with
respect to each of its material mining properties in accordance
with National Instrument 43-101, which report has been accepted by
(d) the issuer resulting from the Transaction shall meet the minimum
listing requirements of no less than a Tier 2 issuer pursuant to
Policy 2.1 of the Exchange;
(e) Goldbard obtaining all requisite shareholder approvals (including
if required disinterested shareholder approvals) and requisite
regulatory approvals from the Exchange and the applicable Canadian
securities regulatory authorities such that the transaction
proposed herein will constitute a Qualifying Transaction;
(f) no material adverse change in the business affairs, financial
conditions or operations of Goldbard or MIE shall occur prior to
the closing of the Transaction; and
(g) Goldbard will have cash assets of not less than $1,400,000 will be
available for working capital.
Board of Directors and Management
Upon completion of the proposed Transaction, the directors and senior
officers of the resulting issuer are anticipated to be:
Gordon Addie (Director, President and Chief Executive Officer): Mr. Addie
has been the Vice President of Exploration for Adriana since July 2005. Mr.
Addie has been involved with the acquisition and exploration of the properties
now held by MIE since 1999, and first worked on the Muskox Intrusion in
1985-86. Mr. Addie is also Vice President of Hawthorne Gold Corp., a
Canadian-based gold exploration and development company. Mr. Addie holds a
B.Sc in Geology (1986) from the University of British Columbia and has over 20
years of exploration and mine geology experience.
Richard Barclay (Director and Chief Financial Officer): Mr. Barclay has
been the Chief Financial Officer and director of Adriana since December 2005
where he oversaw the growth of the company and acquisitions of key projects in
Brazil, Quebec, Nunavut and Finland. Mr. Barclay is also the Chief Executive
Officer and director of Hawthorne Gold Corp. From 2002 until 2005, Mr. Barclay
was Chief Executive Officer of Nevada Pacific Gold Ltd., formerly a TSX-V
listed company which was acquired by U.S. GOLD in April 2007. He was a
co-founder and the President, Chief Executive Officer and director of Eldorado
Gold Corporation, from 1992 to 1998. Eldorado operated gold mines in Mexico,
Brazil and Australia, and developed significant gold assets in Turkey. A
co-founder of Bema Gold Corporation, he serviced as Chief Financial Officer
and director of that TSX listed company from 1982 to 1992. Bema was acquired
by Kinross Gold Corp. in April 2007.
Michael Beley (Director): Mr. Beley has been the Chief Executive Officer
and director of Adriana since December 2005 where he oversaw the growth of the
company and acquisitions of key projects in Brazil, Quebec, Nunavut and
Finland. Mr. Beley has been a director of Hawthorne Gold Corp. From 2004 to
2007, Mr. Beley was a director of Nevada Pacific Gold Ltd., formerly a TSX-V
listed company which was acquired by U.S. GOLD in April 2007. Mr. Beley was
the Vice President Corporate Development and director of Polaris Minerals
Corp., a TSX listed company, from 2002 until 2003 and is currently a director
of its subsidiary, Orca Sand and Gravel Ltd. which is focused on the
development of two construction aggregate quarries on Vancouver Island, B.C.
Since 1996, Mr. Beley has been a director of Energold Drilling Corp., a TSX-V
listed contract diamond drilling company servicing the mining industry. From
1999 to 2003, he was a director of Cardero Resources Corp., a TSX company. A
co-founder of Eldorado Gold Corporation, Mr. Beley served as Vice President
and director of this TSX listed company from 1999 to 2003, and from 1976 to
1992 was Vice President and director of Bema Gold Corporation, formerly a TSX
listed company he also co-founded and which was acquired by Kinross Gold Corp.
in 2007. Mr. Beley holds a B.Sc. from the University of British Columbia, is a
fellow of the Geological Association of Canada and is past President of the
British Columbia and Yukon Chamber of Mines.
Steven Berger (Director): A Director of Goldbard, Mr. Berger is the
current Chief Financial Officer and Chief Operating Officer of Harborview
Advisors LLC, a New York-based investment firm focused on providing capital to
small emerging growth companies. From February 2004 to December 2006, Mr.
Berger was the Chief Financial Officer of Global/CHC Worldwide LLC, a chemical
coatings company, and from October 1999 to January of 2004, Mr. Berger was
President of Morgan Harris & Co. where he was involved in equity trading. From
June 2000 to June 2003, Mr. Berger was Chief Financial Officer of Virtual
BackOffice Inc., a company that provided "virtual" secretarial services, and
from June 1983 to June 1999, Mr. Berger was the treasurer, controller and
chief compliance officer with LaBranche & Co., the parent corporation of
LaBranche & Co. LLC, one of the oldest and largest specialists in equity
securities listed on the New York Stock Exchange and the American Stock
Exchange. Mr. Berger holds a Bachelor of Science degree in business
administration with a concentration in finance from Boston University.
Jesse Kaplan (Director): Jesse A. Kaplan is a senior analyst at
Harborview Advisors LLC, a New York-based investment firm focused on providing
capital to small emerging growth companies. He is also the current Managing
Director of Gandhi Holdings, LLC, a private investment company focused on
private investments in real estate, Rocpart Inc., a private investment company
focused on investments in the public and private markets, and Seek Capital
Ltd., a private investment company focused on investments in the public
market. From June 2005 to December 2006, Mr. Kaplan was the Director of
Research for Palladium Capital Advisors, LLC, an NASD member investment bank,
where he focused on raising capital for companies in the micro-cap space. Mr.
Kaplan holds a Bachelor of Commerce degree from the University of Toronto. Mr.
Kaplan completed the Canadian Securities Course in 2005 and has passed all
three levels of the Chartered Financial Analyst program.
Goldbard will apply to the Exchange for an exemption from the Exchange's
sponsorship requirements. There is no guarantee that such exemption will be
provided by the Exchange.
Completion of this Transaction is subject to a number of conditions,
including but not limited to Exchange acceptance. The Transaction cannot close
until the required Exchange 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 Filing Statement
or Proxy Solicitation Circular 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
The TSX Venture Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release. Additional press releases will be subsequently published
in order to provide further details on the contemplated Transaction.
Trading in Goldbard's common shares on the Exchange is halted until
trading is reinstated by the Exchange.
Forward Looking Information
Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward looking information includes,
among other things, information with respect to Goldbard's beliefs, plans,
expectations, anticipations, estimates and intentions, such as the Goldbard's
acquisition of MIE, the completion of the proposed Concurrent Financing. The
words "may", "could", "should", "would", "suspect", "outlook", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "target" and similar
words and expressions are used to identify forward-looking information. The
forward looking information in this news release describes the Goldbard's
expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others, general economic conditions, adverse industry events,
Goldbard's ability to make and integrate acquisitions, industry and government
regulation and in satisfaction of the conditions of the Agreement, as well as
MIE's ability to implement its business strategies, competition, currency
fluctuations, risks associated with mineral exploration and other risks.
Goldbard cautions that the foregoing list of material factors is not
exhaustive. When relying on Goldbard's forward-looking information to make
decisions, investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. Goldbard 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 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 news release represents
the expectations of Goldbard as of the date of this news release and,
accordingly, is subject to change after such date. However, Goldbard expressly
disclaims any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events or
otherwise, except as required by applicable law.
For further information:
For further information: Goldbard Capital Corporation: Jesse Kaplan,
Vice President & Secretary, Telephone: (646) 218-1400, Fax: (646) 218-1401,
Email: firstname.lastname@example.org; MIE Metals Corp.: Gordon Addie, President &
Chief Executive Officer, Telephone: (778) 945-2140, Toll-free: (877) 945-2140,