71 Capital Corp. Announces Termination of Orx Pharmaceutical Corporation Transaction and Entering into of Letter of Intent for Qualifying Transaction



TORONTO, May 4 /CNW/ - 71 Capital Corp. (the "Corporation") (TSXV-NEX: SVN.H) announced today that it has terminated its previously announced letter of intent with Orx Pharmaceutical Corporation and that it has today entered into a letter of intent (the "Letter of Intent"), for the amalgamation of the Corporation with Kingsview Iron Ore Limited ("Kingsview").  Kingsview is a private company engaged in the exploration and development of mining claims in Quebec, Canada prospective for iron deposits. The Corporation is a capital pool company and intends for the amalgamation with Kingsview to constitute the Qualifying Transaction of the Corporation (the "Qualifying Transaction") as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").

Terms of Qualifying Transaction

Pursuant to the terms of the Letter of Intent, subject to completion of satisfactory due diligence, a definitive amalgamation agreement (the "Agreement") and receipt of applicable approvals, the Corporation intends to amalgamate with Kingsview.

The Qualifying Transaction is an arm's length transaction.  No insiders of the Corporation own securities in Kingsview and no insiders of Kingsview own securities in the Corporation. It is intended that the Corporation will complete a 5 for 1 consolidation of its shares and a name change in connection with the Qualifying Transaction.  The Corporation intends to call a meeting of its shareholders in the near future in order to authorize the Qualifying Transaction.

Upon completion of the Qualifying Transaction, the Corporation will be engaged in the business of Kingsview.


Kingsview was founded in February, 2011 under the laws of Canada. Kingsview is a private company engaged in the exploration and development of mining claims in Quebec, Canada which are prospective for iron deposits.  The Kingsview project is located in the Kativik, Western Ungava Bay region of northern Quebec. The Kingsview properties lie within the Labrador Trough.  The Labrador Trough contains world-class iron deposits, which have been mined since 1954. The band extends for approximately 1,100 km southeast of Ungava Bay through Quebec and Labrador. The company owns a 100% interest in over 1,100 claims totalling approximately 110,000 acres, subject to a 2% net smelter royalty.  All of the claims are strategically located close to tidewater (Atlantic Ocean).

Significant work, including channel sampling and diamond drilling was undertaken on the properties by Consolidated Fenimore Iron Mines Ltd in the 1950's.  The results indicated a large tonnage of concentrating grade iron ore was present on the claims.  The properties were restaked in 2005 and 2006 and a new company was formed, Fenimore Iron Mines Inc.  Fenimore commissioned an extensive airborne magnetic and radiometric survey as well as a geological mapping program.  The claims were subsequently acquired by Kingsview.

Kingsview has commissioned a National Instrument 43-101 report on the properties.  The Company also is planning an extensive summer drill program focussing on the areas previously drilled in the 1950s and 1960s, and new targets that were delineated by the more recent work. This work will be conducted under the supervision of Kingsview's team of geologists who have extensive iron ore experience.

Management and Board of Directors of the Resulting Issuer

Upon completion of the Qualifying Transaction, it is anticipated that the resulting issuer's board of directors will consist of Michael Opara and William Quan  and three (3) additional board members to be named later.  It is intended that such new board members will be qualified independent directors.

Michael Opara, has been involved in the acquisition, financing, exploration and development of key mineral projects since 1996. He has extensive private and public company experience and is currently a director and President and CEO of a public company engaged in mineral exploration. He has a Bachelor of Commerce from the University of Toronto and an MBA from the Schulich School of Business, York University.

William Quan, has been involved in brokering, trading and financing of various commodities including minerals, wood products and apparel. He has extensive private and public company experience and is currently a director of a public company engaged in mineral exploration.

It is also intended that Gregory Hewitt will resign as President and Chief Executive Officer of the Corporation and George Matthew will resign as the Chief Financial Officer and Secretary of the Corporation. The Corporation and Kingsview are reviewing the potential officers for the resulting issuer and further disclosure will be made regarding this once this is finalized.

Sponsorship of Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with the Exchange policies. The Corporation is currently reviewing the requirements for sponsorship and may apply for exemption from sponsorship requirements pursuant to the policies of the Exchange, however there is no assurance that the Corporation will ultimately obtain this exemption.

Proforma Capital Structure

Although it is not a condition to the completion of the Qualifying Transaction, Kingsview may complete a private placement financing (the "Private Placement") prior to the closing of the Qualifying Transaction.

The Corporation currently has 4,411,271 common shares issued and outstanding and 439,060 reserved for issuance on the exercise of options.

Following completion of the amalgamation, shareholders of the Corporation will hold equity interests equal to approximately 3.8% of the combined entity with the remaining equity interests being held by shareholders of Kingsview.  The relative ownership percentages will vary depending on whether a Private Placement is completed and the price of such Private Placement.  The Corporation will provide further disclosure when the pro forma capital structure is determined with greater certainty.

In accordance with Exchange policy, the Corporation's shares are currently halted from trading and will remain so until the completion of the Qualifying Transaction.


The letter of intent will terminate (i) on the mutual consent of both the Corporation and Kingsview, (ii) if the Corporation is not satisfied with its due diligence review of Kingsview at 5:00 p.m. (Toronto time), on or before the date (the "Due Diligence Deadline") which is five (5) business days following the date on which Kingsview is able to provide the Corporation with a 43-101 compliant technical report on Kingsview's principal property and financial statements of Kingsview for those periods required to be included in any disclosure document to be disseminated to shareholders in connection with the Transaction, (iii) if a Definitive Agreement is not executed on or before 5:00 p.m. (Toronto time) on the earlier of either June 30, 2011 or the date which is 5 business days following the Due Diligence Deadline, (iv) if a regulatory authority notifies the Corporation or Kingsview that the transaction may not proceed.

Description of Significant Conditions to Closing

Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained.  There can be no assurance that the Qualifying 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 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.

The Corporation will make a subsequent news release with information on sponsorship and summary financial information in accordance with Exchange policy.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions.  Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Kingsview, or their respective financial or operating results or (as applicable), their securities.

Neither 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.

SOURCE 71 Capital Corp.

For further information:

PHONE NO: (416) 941-8811

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71 Capital Corp.

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