CALGARY, March 17 /CNW/ - LeBoldus Capital Inc. ("LeBoldus" or the "Corporation") (TSXV: LEB.P) is pleased to announce that it has entered into an option agreement to acquire a 50% interest in a prospective gold property known as the Corongo Property (the "Corongo Property") in Peru, and the details of the proposed acquisition.
LeBoldus, a capital pool company, entered into the option agreement on March 10, 2010 (the "Agreement") with Duran Ventures Inc. ("Duran" or the "Vendor") (TSXV: DRV). The Agreement provides for the acquisition of a 50% interest in certain mineral claims comprising the Property in consideration for: (i) the payment of US$25,000 in cash upon execution of the Agreement, (ii) the Corporation incurring not less than $1,000,000 in exploration expenditures on the Corongo Property; and (iii) the issuance of 1,000,000 common shares of the Corporation ("Common Shares"), at a deemed price of $0.20 per share, to be issued: (i) as to 300,000 Common Shares at closing; (ii) 300,000 Common Shares on the first anniversary of closing; and (iii) 400,000 Common Shares on the second anniversary of closing. The right of LeBoldus to acquire a 50% interest in the Corongo Property is an option only. Except for the $25,000 cash payment to Duran upon the execution of the Option Agreement, LeBoldus is not required to complete any cash payment, exploration expenditures or share issuances under the Transaction. LeBoldus may terminate its option at any time without further obligation to Duran under the Option Agreement. This transaction is intended to constitute LeBoldus' qualifying transaction ("Qualifying Transaction") pursuant to the applicable policies of the TSX Venture Exchange (the "TSXV"). The Qualifying Transaction is not subject to the approval of the shareholders of the Corporation as it is not a non-arm's length transaction in that the Vendor and LeBoldus and their respective directors and officers are not related parties pursuant to applicable securities laws and TSXV policies.
The conditions to be satisfied or completed prior to or upon the completion of the Qualifying Transaction include the approval of the Qualifying Transaction by any regulatory authority having jurisdiction, including the TSXV. Upon completion of the Transaction, LeBoldus expects to be listed as a Tier 2 mining issuer on the TSXV and will be engaged in the exploration and development of prospective mineral properties, including the Corongo Property.
The Corongo Property
The Corongo Property is located in the Department of Ancash in the Republic of Peru approximately 400 km north of Lima, Peru. The property covers an area of 3,100 hectares and is comprised of 11 contiguous Claims. The Claims are 100% held by Minera Aguila de Oro S.A.C., a Peruvian corporation that is a wholly owned subsidiary of Duran Ventures Inc.
The Corongo Property is located within the Miocene Cu-Mo (Au, W) deposit belt and within the Cordillera Occidental morpho-structural and tectonic settings that hosts numerous precious and base metal deposits including Barrick Gold's Pierina gold Mine and the Antamina copper-zinc Mine.
The Corporation will be filing a report pursuant to National Instrument 43-101 in due course.
The Corporation wishes to announce the terms of a non-brokered Private Placement which allows for the issuance of a minimum of 5,000,000 (the "Minimum Offering") and a maximum of 7,500,000 (the "Maximum Offering") units ("Units") at a price of $0.20 per Unit, each Unit consisting of one Common Share and one warrant ("Warrant") to acquire an additional Common Share at a price of $0.40 per Common Share for a period of two years from the date of closing, subject to acceleration in the event the Corporation issues a press release ("Press Release") advising that the Corporation's Common Shares have traded above $0.50 for 10 consecutive trading days, in which case the Warrants shall expire, without further notice, on the 31st day following the issuance of the Press Release.
In connection with the Private Placement, finder's fees may be paid of up to 8% in cash and up to 8% in warrants, each warrant entitling the holder thereof to purchase one Common Share at $0.20 per share for a period of 12 months.
The Corporation intends to use the proceeds from the Private Placement to fund its exploration expenditure requirements under the Agreement and for general working capital purposes. All securities issues in connection with the Private Placement will be subject to applicable resale restrictions.
Following the Qualifying Transaction, the current shareholders of LeBoldus will hold approximately 46% (or 36.6% in the case of the Maximum Offering) of the issued and outstanding Common Shares, the new shareholders as a result of the completion of the Private Placement in conjunction with the Qualifying Transaction will hold approximately 51% (or 61% in the case of the Maximum Offering) of the issued and outstanding Common Shares and the Vendor of the Property will hold approximately 3.1% (or 2.4% in the case of the Maximum Offering)of the issued and outstanding Common Shares.
It is expected that certain of the Corporation's directors and officers will resign upon closing of the Qualifying Transaction. Following the Qualifying Transaction, the directors and officers of LeBoldus will consist of Paul Davis, Director, President and Chief Executive Officer, Greg Jerome, Director and Chief Financial Officer, Joe Del Campo, Director, Chris Wolfenberg, Director and Corporate Secretary, and Melanie Blair, Director.
Paul Davis ~ Director, President and Chief Executive Officer
Mr. Davis has over 20 years experience in exploration and mining for precious and base metals and has been Vice President of Exploration for First Nickel Inc. since June 2005 (TSX: FNI). Mr. Davis is a fully accredited member of the Association of Professional Geoscientists of Ontario and is a member of the Board of the Ontario Mining Association. Mr. Davis has been directly involved in numerous new exploration discoveries, development and production projects for both major and junior mining companies. Mr. Davis obtained his Master of Science Degree in Economic Geology from the University of Alabama in 1998.
Joseph Del Campo ~ Director
Mr. Del Campo is currently the Chief Financial Officer of First Nickel Inc. (TSX:FNI) Mr. Del Campo began his career with Falconbridge Limited and spent over 19 years working within the Falconbridge group of companies at progressive financial positions, including Controller and Treasurer of Falconbridge Dominicana, a ferronickel operation in the Dominican Republic; and Falconbridge Gold Corporation, a gold mining company with operating mines in Africa and Timmins, Ontario. Over the past 17 years, Mr. Del Campo has been a Director and Vice President, Finance and CFO of a number of junior exploration companies listed on the TSX and TSXV and is currently a director of Duran.
Gregory Jerome ~ Director and Chief Financial Officer
Mr. Jerome has been the Chief Financial Officer of Skana Exploration Ltd. since April 2007. Prior thereto, he was V.P. Finance of Esprit Energy Trust from May 1999 to March 2007 and Manager, Taxation at PricewaterhouseCoopers from February 1997 to May 1999. Mr. Jerome obtained a Bachelor of Business Administration from Simon Fraser University and is a member of the Institute of Chartered Accountants of Alberta.
Christopher M. Wolfenberg ~ Director and Corporate Secretary
Mr. Wolfenberg is a partner with the law firm of Macleod Dixon LLP. He has been a Sessional Instructor at the Southern Alberta Institute of Technology. Mr. Wolfenberg holds a Bachelor of Social Sciences from the University of Ottawa, a Bachelor of Laws from Queen's University and a Master of Laws from Cornell Law School. Mr. Wolfenberg is a member of the Law Society of Alberta.
Melanie Blair ~ Director
Ms. Blair has been Senior Counsel, Oil, Gas and Power Division of Sherritt International Corporation since February 2008 (TSX: S). Prior thereto, she was General Counsel at Calvalley Petroleum Inc. from January 2006 to February 2008 and a lawyer with the law firm of Macleod Dixon LLP from April 2003 to January 2006 and with Torys LLP from May 1998 to April 2003. Ms. Blair holds a Bachelor of Arts from the University of Calgary and a Bachelor of Laws from Dalhousie University. She is a member of the law societies of Alberta and Upper Canada.
Following completion of the Transaction and subject to shareholder approval, LeBoldus intends to change its name to "Viper Gold Ltd."
LeBoldus will apply to the TSXV in order to be exempt from the sponsorship requirements of TSXV policies. At the request of the Corporation, trading in the shares of LeBoldus have been halted in accordance with the policies of the TSXV.
Completion of the transaction is subject to a number of conditions, including but not limited to TSXV acceptance and if applicable pursuant to TSXV 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Statements in this press release may contain forward-looking information, including expectations of the results of future exploration and the ability to find suitable targets, future production, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the company. These risks include, but are not limited to, the risks associated with the mining industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.
The reader is further cautioned that the preparation of financial statements in accordance with generally accepted accounting principles requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.
SOURCE LEBOLDUS CAPITAL INC.
For further information: For further information: Evatt Merchant, President, Chief Executive Officer and Director, LeBoldus Capital Inc., Suite 400, 2710 - 17th Avenue S.E., Calgary, AB, T2A 0P6, Telephone: (403) 237-9777, Facsimile: (403) 237-9775, E-mail: email@example.com