/Not for distribution to United States newswire services or for release
publication, distribution or dissemination directly, or indirectly, in
whole or in part, in or into the United States./
TORONTO, March 29, 2012 /CNW/ - Pacific Orient Capital Inc. (TSXV:
AAQ.P) ("POC") is pleased to announce that it has entered into a definitive share
exchange agreement (the "Share Exchange Agreement") with Focus Gold Corporation ("Focus Gold") and its subsidiaries, Focus Celtic Gold Corporation ("Focus Celtic"), Metallum Resources PLC ("Metallum Resources") and Metallum Exploration Limited ("Metallum Exploration", and collectively with Focus Gold, Focus Celtic and Metallum
Resources, the "Vending Parties"), which outlines the terms and conditions pursuant to which the
parties would be willing to complete a transaction that will result in
a reverse take-over of POC by Focus Gold (the "Transaction"). The Share Exchange Agreement was negotiated at arm's length and is
effective as of February 28, 2012.
The Transaction is subject to requisite regulatory approval, including
the approval of the TSX Venture Exchange (the "TSXV") and standard closing conditions, including the approval by the
directors of each of POC and Focus Gold of the Share Exchange Agreement
and completion of due diligence investigations to the satisfaction of
each of POC and Focus Gold, as well as the conditions described below.
The Transaction is expected to be structured as a securities exchange
pursuant to the Share Exchange Agreement.
POC is incorporated under the provisions of the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. It
is a capital pool company and intends for the Transaction to constitute
its "Qualifying Transaction" as such term is defined in the policies of
the TSXV. POC is a "reporting issuer" in the provinces of Ontario,
British Columbia and Alberta.
Since the Transaction is not a non-arm's length transaction, POC is not
required to obtain shareholder approval for the Transaction.
Trading in the common shares of POC (the "POC Shares") has been halted. It is unlikely that the POC Shares will resume
trading until the Transaction is completed and approved by the TSXV.
Conditions to Transaction
Prior to completion of the Transaction (and as conditions of closing):
The Parties shall raise sufficient financing in order to meet TSXV
initial listing requirements.
The Parties will prepare a filing statement in accordance with the rules
of the TSXV, outlining the terms of the Transaction.
POC shall have engaged a sponsor in accordance with TSXV Policy 2.2 Sponsorship and Sponsorship Requirements, and the TSXV shall have accepted the sponsor's report in respect of
the Transaction, or POC shall have obtained an appropriate exemption
from the TSXV in respect of compliance with such obligations.
Focus Gold will obtain the requisite shareholder approvals for the
Transaction and any ancillary matters contemplated in the Share
All requisite regulatory approvals relating to the Transaction,
including, without limitation, TSXV approval, will have been obtained.
The Proposed Transaction
Pre-Closing Capitalization of POC
As of the date hereof, POC has 5,010,000 existing POC Shares outstanding
and securities exercisable or exchangeable for, or convertible into, or
other rights to acquire, an aggregate of 290,000 POC Shares at an
exercise price of $0.20 per POC Share.
Pre-Closing Capitalization of Focus Gold
As of the date hereof, Focus Gold has 99,025,044 shares of common stock
(the "Focus Shares") issued and outstanding. The Focus Shares are listed for trading in
the United States of America on the OTC BB under the ticker symbol
Pre-Closing Capitalization of Focus Celtic
As of the date hereof, Focus Celtic has 26,500,500 common shares (the "Celtic Shares") issued and outstanding, all of which are held by Focus Gold. Focus
Celtic is expected to complete a private placement offering for gross
proceeds of a minimum of $1,000,000 to a maximum of $3,000,000 (the "Offering"), details of which are set out below under "Terms of the Proposed
Pre-Closing Capitalization of Metallum Resources
As of the date hereof, Metallum Resources has 75,107,915 Class A common
shares (the "Metallum Resources Shares") issued and outstanding, of which 74,107,915 are held by Focus Celtic
and securities exercisable or exchangeable for, or convertible into, or
other rights to acquire, an aggregate of 65,454,669 Metallum Resources
Shares (the "Metallum Resources Options"), of which Focus Celtic holds the rights to acquire 65,129,669 of such
Metallum Resources Options.
Pre-Closing Capitalization of Metallum Exploration
As of the date hereof, Metallum Exploration has two shares issued and
outstanding, both of which are held by Metallum Resources.
Terms of the Transaction
POC proposes to acquire all of the Celtic Shares from Focus Gold in
exchange for 26.5 million POC Shares in a reverse-takeover transaction
pursuant to the Share Exchange Agreement. It is expected that
following completion of the Transaction, but prior to taking into
account the Offering, Focus Gold will own approximately 84.1% of the
resulting issuer (the "Resulting Issuer"), with the existing POC shareholders retaining an approximately 15.9%
interest in the Resulting Issuer.
Terms of the Proposed Offering
In conjunction with the proposed Transaction, Focus Celtic will also
complete the Offering of the subscription receipts (the "Subscription Receipts") at a price of $0.30 per Subscription Receipt, or as otherwise agreed
by the parties, for minimum gross proceeds of $1,000,000 and maximum
gross proceeds of up to $3,000,000, or such other amount as may be
required by the TSXV to meet initial listing requirements. Each
Subscription Receipt shall be convertible into units of Focus Celtic
(each, a "Focus Celtic Unit"). On completion of the Transaction, each Focus Celtic Unit shall be
exchanged into a unit of the Resulting Issuer (each, a "Resulting Issuer Unit"), comprised of one common share of the Resulting Issuer (each, a "Resulting Issuer Share") and one-half of one Resulting Issuer Share purchase warrant (each, a
"Warrant"), each Warrant entitling the holder thereof to purchase, subject to
adjustments, one Resulting Issuer Share at a price of $0.45 per
Resulting Issuer Share until 5:00 p.m. (Toronto time) on the date that
is 18 months following the closing of the Transaction.
The net proceeds from the Offering will be placed in escrow and released
upon satisfaction of certain conditions, including the completion of
the Transaction. Once released, the net proceeds of the Offering are
expected to be used to further exploration on Focus Celtic's Irish and
Scottish properties and for general working capital purposes.
Focus Celtic has entered into an agreement with Union Securities Ltd.
(the "Agent") to act as agent in connection with the Offering. As compensation for
their services, the Agent shall be paid a fee of $25,000 and Focus
Celtic shall cause the Resulting Issuer to issue 100,000 Resulting
Issuer Shares to the Agent as work fees. The Agent shall be paid a
further commission consisting of: (i) a cash fee of 7% of the aggregate
gross proceeds of the Offering, and (ii) compensation options of Focus
Celtic which will be exchanged into compensation options of the
Resulting Issuer on closing of the Transaction entitling the holder to
purchase, upon payment of an amount equal to the issue price per
Subscription Receipt, that number of Resulting Issuer Units which is
equal to 7% of the number of Subscription Receipts sold pursuant to the
Offering, exercisable at any time before 5:00 p.m. (Toronto time) on
the date which is 18 months following the closing of the Transaction.
About Focus Celtic
Focus Celtic is a corporation federally incorporated under the Canada Business Corporations Act. The company has offices in Canada, with its head office located in
Toronto, Ontario. Focus Celtic is currently a wholly-owned subsidiary
of Focus Gold.
Focus Celtic is a junior mining company that owns mineral assets in the
United Kingdom through its majority interest in Metallum Resources and
Metallum Resources' wholly-owned subsidiary, Metallum Exploration.
Metallum Resources is a corporation existing under the laws of England
and Wales. Metallum Exploration is a corporation existing under the
laws of Northern Ireland. Metallum Resources' sole asset is its 100%
ownership of Metallum Exploration.
Metallum Exploration's assets are comprised of gold-copper assets in
Fore Burn, Scotland; gold assets in Sperrins, Northern Ireland; and
base metals assets in Clogher Valley, Ireland and Northern Ireland.
Following completion of the Transaction, it is the intention of the
parties that the Resulting Issuer will be renamed "Celtic Mining
Financial Information Concerning Focus Celtic
The table below sets out certain selected financial information
regarding Focus Celtic as at November 30, 2011 (unaudited). The
selected information was prepared in accordance with US Generally
Accepted Accounting Principles (US GAAP).
As at November 30, 2011
Notes: (1) Focus Celtic's liabilities include intercompany loans with Focus
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, it is anticipated that the board of
directors of the Resulting Issuer shall be comprised of: Grant White,
Dorian Nicol, one nominee of the current POC management and two
independent directors to be nominated by Focus Gold. In addition, it
is expected that Grant White shall also serve as Chief Executive
Officer of the Resulting Issuer. A CFO is expected to be appointed
before the completion of the Transaction.
Following completion of the Transaction and the Offering (assuming
minimum gross proceeds of $1 million), it is anticipated that the
following persons will exercise direction or control over more than 10%
of the issued and outstanding shares of the Resulting Issuer: Focus
Gold Corporation (76.05%).
The following sets outs the names and backgrounds of all persons who are
expected to be considered insiders of the Resulting Issuer.
Grant White (Chief Executive Officer)
Mr. White has primarily been an investment banker in New York, San
Francisco and Toronto since 1992. During such time, he has guided the
successful completion of numerous financing and merger and acquisition
transactions in multiple sectors, including mining. Mr. White was the
Global Head of Capital Markets - Pope and Company between April 2009
and July 2010. Prior to that, from 2005 to 2008, Mr. White was
Managing Director, Head of Investment Banking, for Blackmont Capital in
Toronto. He is currently the Chief Executive Officer of Focus Gold
Dorian Nicol (Director of Exploration)
Mr. Nicol has a B. Sc. in Geology from M.I.T. and has a Master's Degree
in Geology from Indiana University. He is an exploration geologist
with over 30 years of international experience in mineral exploration
and mine development and is fluent in five languages. He is a
Qualified Person pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects and is a Fellow of the Australasian Institute of Mining and Metallurgy,
a member of the American Institute of Professional Geologists and a
Fellow of the Society of Economic Geologists. Mr. Nicol is the
President and Chief Executive Officer European Uranium Resources Ltd.,
a TSXV listed company.
Martin Bernholtz (Director)
Mr. Bernholtz, BBA, CA became a Chartered Accountant in 1983 and has
held the position of Chief Financial Officer of Kerbel Group Inc. an
integrated real estate developer and property owner since 1988. He has
served as a director and officer of several public, private, not for
profit and condominium corporations over the last 25 years. Mr.
Bernholtz previously spent six years with Laventhol & Horwath in the
Litigation Support and Business Valuation areas. Mr. Bernholtz
graduated with a Bachelor of Business Administration degree from York
University in 1981.
Sponsorship of a qualifying transaction of a capital pool company is
required by the TSXV unless exempt in accordance with TSXV policies.
POC is currently reviewing the requirements for sponsorship and may
apply for an exemption from the sponsorship requirements under
subsection 3.4(a)(ii) of Policy 2.2 of the TSXV Corporate Finance
Manual, however, there is no assurance that POC will ultimately obtain
this exemption. POC intends to include any additional information
regarding sponsorship in a subsequent press release.
All information contained in this news release with respect to POC,
Focus Gold, Focus Celtic, Metallum Resources and Metallum Exploration
was supplied by the parties respectively, for inclusion herein, and
each party and its directors and officers have relied on the other
party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance and, if applicable,
pursuant to the requirements of the TSXV, 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
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 proposed Transaction and has neither approved nor disapproved 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news
release includes certain "forward-looking statements" under applicable
Canadian securities legislation. Forward-looking statements include,
but are not limited to, statements with respect to: the terms and
conditions of the proposed Transaction; the terms and conditions of the
proposed Offering; future exploration and testing; use of funds; and
the business and operations of the Resulting Issuer after the proposed
transaction. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered reasonable,
are subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to differ
materially from those expressed or implied by such forward-looking
statements. Such factors include, but are not limited to: general
business, economic, competitive, political and social uncertainties;
delay or failure to receive board, shareholder or regulatory approvals;
and the results of current exploration and testing. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. POC, Focus Gold, Focus
Celtic, Metallum Resources and Metallum Exploration disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.
All information about the Vending Parties and their management has been
provided to POC by the Vending Parties for inclusion in this press
release and has not been independently verified by POC.
SOURCE Pacific Orient Capital Inc.
For further information:
regarding the Transaction, please contact:
If to POC, then to Martin Bernholtz, Chief Executive Officer:
If to a Vending Party, then to Grant White, Chief Executive Officer, Focus Gold: