TORONTO, April 13 /CNW/ - Kilo Goldmines Ltd. (the "Company") (TSX-V:
KGL), previously Blue Ribbon Capital Corporation, a Capital Pool Company, is
pleased to announce that is has completed the previously announced Qualifying
Transaction (the "Transaction") with Kilo Goldmines Inc. ("Kilo"). Pursuant to
the Transaction, the Company acquired from shareholders of Kilo all of Kilo's
issued and outstanding shares, by way of an amalgamation between Kilo and
2183516 Ontario Inc., a wholly owned subsidiary of the Company. The purchase
price was satisfied by the issuance of 36,846,766 common shares ("Common
Shares") of the Company at a deemed price of $0.50 per share, on a
post-consolidation basis. The Transaction constitutes the Company's Qualifying
Transaction for purposes of the policies of the TSX Venture Exchange (the
"Exchange"). Upon listing of its shares on the Exchange, which is still
subject to final review of closing materials by the Exchange, the Company will
be a Tier 2 mining issuer.
Closing of the Transaction was preceded by the consolidation of the
Company's securities resulting in each four (4) securities being exchanged for
one (1) new security (the "Consolidation"), as well as the issuance, on a
"pro-rata" basis, of an additional 907,500 common shares of the Company to the
former Blue Ribbon Capital Corporation shareholders (the "Share
Distribution"). The Consolidation became effective March 17, 2009.
Of the Common Shares issued to Kilo shareholders, 9,274,688 are subject
to a Tier 2 value escrow agreement for a period of 36 months (with 927,468
Common Shares being released upon the issuance of the Exchange Bulletin and
1,391,203 Common Shares being released every six months thereafter for a
period of 36 months) following the closing of the Transaction.
For more information regarding the Transaction and related matters see
the Filing Statement of the Company dated March 2, 2009 available at
www.sedar.com (the "Filing Statement").
The approval of the Transaction by the Exchange was conditional on the
Company issuing to its then current shareholders an additional 907,500 common
shares of the Company at no cost, by way of a share distribution (the
"Distribution"). The Distribution was completed and became effective
immediately after the Consolidation and prior to the Transaction. Shareholders
of the Company received 0.6 additional common shares of the Company for each
common share held at the time of the Distribution on a post-consolidation
Closing of Private Financing
Concurrent with completion of the Transaction, Kilo completed a private
placement consisting of the issuance of 10,060,000 units of Kilo (the "Kilo
Units"), at a price of $0.50 per Kilo Unit for gross proceeds of $5,030,000.
Each Kilo Unit was comprised of one (1) common share of Kilo and one half
(1/2) of one common share purchase warrant, each full warrant entitling its
holder to acquire one (1) common share of Kilo at a price of $0.60 per share
for a period of 24 months. A portion of the private placement, namely
$2,280,000 was brokered through Haywood Securities Inc. and the balance of
$2,750,000 was non-brokered. The Kilo Units were subsequently exchanged for
units of the Company (the "Company Units"), on a one for one basis, the terms
of the Company Units being identical to those of the Kilo Units.
Post Transaction Share Ownership
After giving effect to the Transaction and the private placement, the
Company has 39,266,766 Common Shares issued and outstanding. Upon completion
of the Transaction, Kilo shareholders, other than subscribers in the private
placement, beneficially own approximately 68.2% of the total issued and
outstanding common shares of the Company. Moto Goldmines Limited owns
7,853,353 common shares of the Company representing approximately 20% of the
issued and outstanding shares of the Company, in addition to 1,297,400
warrants to purchase common shares, each warrant entitling it to acquire one
common share of the Company at a price of $0.60 per common share for a period
of twenty four months.
About Kilo Goldmines Ltd.
Kilo Goldmines Ltd. is a Canadian company whose principal focus is to
progress its exploration projects in the Kilo-Moto area in the Democratic
Republic of Congo. The Company's mission is to unlock shareholder value by
increasing and developing the Company's resource assets in a socially and
environmentally responsible manner. The Company's principal property is its
"KGL-Masters" property. Kilo believes that the KGL-Masters property has the
potential to host significant deposits of gold either in the
volcano-sedimentary rocks (orogenic type gold deposits) or granitic intrusives
(reduced-intrusive related gold deposits). Additional details concerning the
Company's principal and other properties are detailed in the Filing Statement.
Board of Directors and Management
Concurrent with completion of the Transaction, all of the directors and
officers of the Company resigned, and Peter Hooper, David Carbonaro, James
Mustard, Jacques Bouchard and Klaus Eckhof were appointed to the Board of
Directors of the Company. Peter Hooper was appointed as President and Chief
Executive Officer of the Company, Klaus Eckhof as Vice-President, Corporate
Affairs and David Carbonaro as Corporate Secretary. Paul Andersen was
appointed as the Chief Financial Officer of the Company.
Peter Hooper - Director, President & CEO
A senior mining executive, Peter Hooper has a long track record as an
instrumental participant in mining production in South Africa, Canada,
Australia and Ghana. He has provided consulting engineering to projects in
Canada, USA, Cuba, Columbia, Venezuela, Mexico, Chile, South Africa, Zimbabwe,
Australia, Khrgyzstan, Kazakhstan, Uzbekistan, Russia, Saudi Arabia, and
France. Mr. Hooper has helped oversee several major corporate reorganizations
and has been involved in the training of mineral corporation executive teams.
Mr. Hooper holds a B.Sc., Mining Engineering and is fluent in English and
Klaus Eckhof - Director and Vice-President
Mr. Eckhof is a graduate geologist from the University of Munich and a
member of the Australian Institute of Mining and Metallurgy. Mr. Eckhof has a
successful track record working with public junior exploration companies,
including in his former capacity as President of Moto Goldmines Ltd., a
company which, like Kilo, is working in the DRC. To date, Moto has delineated
in excess of 20 million ounces of gold at its DRC property.
David Carbonaro - Director and Secretary
David Carbonaro is a senior partner in the Toronto office of the law firm
of Heenan Blaikie LLP and has been practicing in the corporate finance area
for more than twenty years. In that period Mr. Carbonaro has had significant
public company resource issuers' experience.
Jacques Bouchard - Director
A senior partner at Heenan Blaikie, Jacques Bouchard is the firm's
Director of International Business. He acts as advisor for several
governments, public corporations, multilateral development banks and major
companies. Mr. Bouchard sits on the board of numerous corporations as well as
organizations such as the Canadian Council on Africa, the Canada-Algeria
Business Alliance, the Canadian Circle for the Development of Senegal, the
Canada-Congo Business Council, and Les Grands Ballets Canadiens de Montréal.
Mr. Bouchard is the honorary general consul in Québec for the Government of
Jim Mustard - Director
Jim Mustard, formerly Senior Mining Analyst, Vice President, at Haywood
Securities Inc. is a professional geologist and registered professional
engineer. With over 25 years of industry experience with major Canadian,
international mining companies, as well as the Government of Canada, his
interest is focused on the junior exploration sector to identify early stage
opportunities and his global research concentrated on gold, silver, copper,
lead, zinc, nickel, PGMs and diamonds.
Paul Andersen - CFO
Mr. Andersen is the managing partner of Forbes Andersen LLP, Chartered
Accountants, located in downtown Toronto. Mr. Andersen has over fifteen years
of experience in public practice and has had a wide variety of experience
working with public and private companies.
Stanley Robinson - Geological Consultant
A Canadian geologist, Stanley Robinson is a graduate of Sir George
Williams University and the University of Ottawa, and a registered
professional geoscientist with the Association of Professional Engineers and
Geoscientists of Manitoba with over thirty years exploration and management
experience in Canada and Africa, including six years with International Gold
and Ashanti Goldfields in Burkina Faso and Ghana and eight years in Tanzania
with Pangea and Lakota. Mr. Robinson delineated the Youga gold mine +1 million
ounce gold resource in Burkina Faso. Mr. Robinson served as a director of
Lakota Resources Inc. for six years and as Lakota's President and CEO for 18
months. Mr Robinson organized and managed Lakota's Tanzanian exploration
projects, negotiated joint ventures and obtained equity financings. Mr
Robinson is a director of Tanzanian incorporated subsidiaries of Lakota.
The TSX Venture Exchange has neither approved nor disapproved the
contents of this press release.
FORWARD LOOKING INFORMATION
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, THE COMPANY
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: Peter Hooper, President of the Company, T: