OTTAWA, April 21 /CNW Telbec/ - YOW Capital Corp. ("YOW") (TSX Venture
Exchange: YOW.p) is pleased to announce that an updated technical report (the
"Technical Report") entitled Caribou Dome Copper Prospect - Clearwater
Mountains - South Central Alaska compliant with National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI 43-101") has been reviewed
and accepted by the TSX Venture Exchange (the "Exchange").
The Technical Report bears an effective date of March 20, 2009 and was
prepared for YOW by Dr. Donald L. Stevens of Stevens Exploration Management
Corp. The Technical Report is available at www.sedar.com or
As previously announced by YOW, the completion of its Qualifying
Transaction is subject to certain conditions, including YOW obtaining a
geological report which recommends a non-contingent work program in the amount
of $200,000 or more. As described below, the Technical Report obtained by YOW
meets this condition.
YOW has received a waiver from the Exchange from the Tier 2 property
requirement which mandates that $100,000 expenditures be expended on the
Qualifying Property in the three years prior to the application for listing.
YOW currently intends to raise by way of a prospectus offering, rather
than by way of a brokered private placement as previously announced, gross
proceeds of no less than $1,200,000 (the "Offering") in order to close the
Qualifying Transaction and to obtain a listing on the Exchange as a Tier 2
issuer (rather than a Tier 1 issuer as previously announced). The Offering
will consist of 8,000,000 units ("YOW Units") comprised of one common share
and one-half of a common share purchase warrant for total gross proceeds of
$1,200,000. Each whole share purchase warrant will entitle the holder to
purchase an additional common share from treasury at a price of $0.25 per
share during the first 12 months following the closing of the Offering and at
a price of $0.35 for the next 12 months thereafter. The warrants will be
transferable but will not be listed on the Exchange or elsewhere. If the daily
weighed average trading price of the Common Shares exceeds $0.75 per share for
at least 30 trading days, YOW may give notice to accelerate the expiry date in
which case the expiry date will be 30 days from the notice.
Investpro Securities Inc. ("Investpro") will act as the exclusive agent
for YOW in connection with the Offering to be completed concurrently with
YOW's Qualifying Transaction. Investpro has agreed to act as agent in
connection with the Offering to solicit subscriptions on a commercially
reasonable efforts basis. YOW Units will be offered to the public in the
provinces of British Columbia, Alberta and Ontario, on a commercially
reasonable efforts basis by Investpro at a price of $0.15 per YOW Unit (the
"Offering Price"). YOW has granted to Investpro an over-allotment option
exercisable for a period of 30 days from the closing of the Offering, to offer
an additional 1,200,000 YOW Units at the Offering Price to cover
over-allotments, if any, and for market stabilization purposes. If the
over-allotment option is exercised in full, the aggregate gross proceeds of
the Offering will be $1,380,000.
Pursuant to the terms of the engagement letter (the "Engagement Letter")
between YOW and Investpro, the Company will pay Investpro a corporate finance
fee of $15,000, a marketing commission equal to a maximum of 7.5% of the gross
proceeds of the Offering and YOW will reimburse Investpro for expenses
reasonably incurred in connection with the Offering. YOW will also issue
broker warrants to Investpro entitling it to purchase a maximum amount of
common shares equal to 7.5% of the YOW Units issued through the Offering.
These warrants will be exercisable for a period of 24 months from the closing
of the Offering at a price per common share equal to the Offering Price.
Summary of Technical Report's interpretation, conclusions and
The exploration completed to date on the Caribou Dome prospect since its
discovery in 1963 has identified nine distinct lodes, three of which have
significant drilling and underground workings. Historical non-NI 43-101
compliant estimates determined that these three zones contained about 550,000
short tons of 5.84% copper with about 1/3 ounce of silver per short ton and
only a trace of gold. All of these zones remain open at depth and the
mineralized trend is open along strike in both directions.
The remaining under-explored high grade sedimentary copper deposits have
excellent potential for the enhancement of their size and grade. There is
significant potential for the discovery of new high grade sedimentary copper
deposits on the property using modern exploration technology including better
drilling techniques. The metallurgical studies performed to date show a
progressive improvement in copper recovery, concentrate grade, etc. Additional
metallurgy studies should yield further advances in the production of
marketable concentrates. The future of the copper industry is very bright as
emerging economies have substantially increased demand, while increases in
global copper production are difficult to achieve.
In its press release of November 27, 2008, YOW had announced that Stevens
Exploration Management Corp. originally recommended a work program in the
amount of USD $705,805 consisting of three components. The first was a digital
compilation of data in a professional mining software system to facilitate 2D
and 3D data presentation and manipulation. The second component consisted of
confirmation drilling to confirm and extend the known lodes in three zones.
The third component, which was not contingent upon the results of the
confirmation drilling, consisted of exploration drilling of known anomalies
and mineralized surface outcrops in other zones.
In its revised Technical Report, Stevens Exploration Management Corp. now
recommends a work program in the amount of USD $423,875 which consists of the
of the first two components of the previously recommended work program,
The geological information in this press release has been reviewed and
approved by Dr. Donald L. Stevens of Stevens Exploration Management Corp., who
is a "qualified person", as such term is defined in NI 43-101, at arm's length
A qualified person, as defined in National Instrument 43-101, has not
done sufficient work to classify the historical estimate described in the
Technical Report as current mineral resources, the issuer is not treating the
historical estimate as current mineral resources and the historical estimate
should not be relied upon.
This press release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other than
statements of historical facts, that address future exploration drilling,
exploration activities and events or developments that the Corporation
expects, are forward looking statements. Although the Corporation believes the
expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future
performance and actual results or developments may differ materially from
those in forward-looking statements. Factors that could cause actual results
to differ materially from those in forward-looking statements include
exploitation and exploration successes, continued availability of financing,
and general economic, market or business conditions. The Corporation assumes
no obligation to update the forward-looking statements, or to update the
reasons why actual results could differ from those reflected in the forward
looking-statements unless and until required by securities laws applicable to
The Qualifying Transaction will not be submitted to the shareholders of
YOW for approval.
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, further due diligence and Exchange
acceptance. 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
to be prepared in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying 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 Inc. 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.
For further information:
For further information: Mr. Paul Barbeau, CEO, YOW Capital Corp., (613)
232-1567, (613) 232-1658 (fax)