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CALGARY, Jan. 20, 2012 /CNW Telbec/ - GeoVenCap Inc. ("GeoVenCap" or the "Corporation") (TSXV: GOV.P), a capital pool company, is announcing today that it
has entered into a definitive purchase agreement dated January 19, 2012
(the "Purchase Agreement") with Blue Note Mining Inc. ("Blue Note") pursuant to which the Corporation will acquire all of Blue Note's
mineral properties in New Brunswick (the "Properties"). The purchase price of the Properties is $7,946,438 representing the
book value of the Properties payable in 15,892,876 common shares of
GeoVenCap at $0.50 per share (the "Transaction"). After closing, Blue Note will hold 84% of GeoVenCap's outstanding
Following completion of the Transaction, GeoVenCap's focus will be on
exploring and developing four (4) highly prospective project areas (the
"Projects") located between 30 km and 105 km West and Southwest of the City of
Bathurst, New Brunswick, each consisting of individual mineral claims
and/or further subdivided properties. In total, the holding is
comprised of 1,755 claims covering 35,954 hectares. The four (4)
Projects are: the California Lake Silver Project located 40 km West of
the City of Bathurst covering 957 hectares; the Williams Brook Gold
Project located 90 km West of the City of Bathurst covering 1843
hectares; the Upsalquitch Regional Gold Project located 87 km West of
the City of Bathurst covering 26,160 hectares; and the Bathurst Mining
Camp - Base Metal Project located in an area 30 to 70 km West of the
City of Bathurst and covering 6,994 hectares.
The Qualifying Transaction
GeoVenCap is incorporated under the provisions of the Business Corporations Act (Alberta) with its registered and head office in Calgary, Alberta. 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 TSX Venture Exchange (the "TSXV"). GeoVenCap is a "reporting issuer" in the provinces of Ontario,
British Columbia and Alberta and currently holds in excess of $800,000
cash net of all accrued expenses and liabilities.
The Transaction is subject to requisite regulatory approval, including
the approval of the TSXV. The parties will prepare a filing statement
in accordance with the rules of the TSXV, outlining the terms of the
Before the closing of the Transaction, Blue Note will transfer the
Properties to a wholly-owned subsidiary to be incorporated ("Newco"). The Transaction will be completed by transferring all of Newco's
outstanding securities to GeoVenCap in exchange for the 15,892,876
GeoVenCap common shares.
Since the Transaction is not a non-arm's length transaction, GeoVenCap
is not required to obtain shareholder approval for the Transaction.
Trading in the common shares of GeoVenCap has been halted. It is
unlikely that the common shares of GeoVenCap will resume trading until
the Transaction is completed and approved by the TSXV.
Board of Directors and Management
Upon completion of the Qualifying Transaction, the directors and senior
officers of GeoVenCap are anticipated to be:
David Crevier, Director
Mr. Crevier is President and Chief Executive Officer of Yorbeau
Resources. He has been a partner in the law firm Colby, Monet, Demers,
Delage & Crevier since 1984. His career in commercial law, with an
emphasis on transactions related to the natural resources sector, spans
more than three decades. He acted as a director of numerous public
companies during his career and he is currently director of Cancor
Mines, Dia Bras Exploration and Blue Note.
Terence S. Ortslan, Director
Mr. Ortslan is the Managing Director of TSO & Associates, an independent
mining, metals and fertilizer research firm, since 1996. He is also a
Director of Legend Gold Corp., Silvermet, Maudore Minerals, Plexmar
Resources, Bitterroot Resources and Niocan. Prior to 1996, Mr. Ortslan
worked as a mining analyst with a number of investment firms including
BBN James Capel, Loewen, Ondaatje McCutcheon, Merrill Lynch, Wood Gundy
and Jones Heward & Co. Mr. Ortslan obtained his B.Sc. (Engineering)
degree in 1972 and an MBA in 1974, both from McGill University.
James Paterson, Director
Mr. Paterson is Managing Partner at Ocean Capital Partners. For over 15
years, Mr. Paterson worked as an investment banker in Toronto, New York
and Los Angeles. Mr. Paterson began his career in Toronto at First
Marathon and since that time has worked for Donaldson, Lufkin &
Jenrette, and Bank of American Securities in New York and Jefferies &
Company in Los Angeles. His focus has been on providing financial
advisory services to growth-oriented mid-sized companies. These
financial advisory services include the structuring and execution of
acquisition financing, recapitalizations and refinancings in both the
private and public debt and equity markets. Mr. Paterson was a member
of the board of directors of Seafield Resources during its formation
and early financing from November 2009 to June 2011. Mr. Paterson
currently sits on the Alumni Board of the Richard Ivey School of
Business at the University of Western Ontario.
Leon Methot, President, Chief Executive Officer and Director
Mr. Methot is a seasoned senior executive with 25 years business
experience. Mr. Methot is the former Chairman, President and Chief
Executive Officer of X-Ore Resources. He was expert advisor for the
Minister of Energy, Mines and Resources, Canada. He is currently
Chairman, President and Chief Executive Officer of Blue Note.
Jean Mayer, Executive Vice President, Corporate Secretary and Director
Mr. Mayer is a seasoned executive with 15 years business experience. Mr.
Mayer is the former President and Director of Mindready Solutions. He
practised law at Desjardins Ducharme Stein Monast. He is currently
Executive Vice President, Corporate Secretary and director of Blue
Daniel Bortoluzzi, Chief Financial Officer
Mr. Bortoluzzi is a chartered accountant with 20 years of experience
with mining and manufacturing companies. Mr. Bortoluzzi acted as
corporate controller of Campbell Resources, Zemex Corporation and
Lorbec Metals, and was previously manager at Samson Bélair Deloitte &
Touche. He is currently Chief Financial Officer of Blue Note.
Arthur Hamilton, P.Geo., Director of Exploration
Mr. Hamilton has over 30 years experience in mine geology and mineral
exploration. Mr. Hamilton has 20 years experience with Noranda
including 10 years as Chief Geologist at Noranda's Heath Steele Mine.
He is currently Exploration Manager of Blue Note.
The parties do not plan to retain a sponsor as they believe that
GeoVenCap qualifies for an exemption under TSXV Policy 2.2 -
Sponsorship and Sponsorship Requirements.
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 Transaction and has
neither approved nor disapproved the contents of this press release.
Arthur Hamilton, P.Geo., Exploration Manager for Blue Note is a
Qualified Person as defined under NI 43-101 guidelines and has reviewed
the technical information contained in this press release.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this press release constitutes
forward-looking information or statements including, without
limitation, information and statements respecting: the timing and
results of the Meeting, and the impact, if any, of the ongoing postal
disruption, is forward-looking information. Forward-looking information
and statements are often, but not always, identified by the use of
words such as "anticipate", "seek", "believe", "expect", "hope",
"plan", "intend", "forecast", "target", "project", "guidance", "may",
"might", "will", "should", "could", "estimate", "predict" or similar
words or expressions suggesting future outcomes or language suggesting
an outlook. By their very nature, forward-looking information and
statements involve inherent risks and uncertainties, both general and
specific, and risks that predictions, forecasts, projections and other
forward-looking information and statements will not be achieved. We
caution readers not to place undue reliance on these statements as a
number of important factors could cause the actual results to vary
materially from the forward-looking information or statements. China 88
does not assume responsibility for the accuracy and completeness of the
forward-looking information or statements and such information and
statements should not be taken as guarantees of future outcomes.
Subject to applicable securities laws, China 88 does not undertake any
obligation to revise these forward-looking information or statements to
reflect subsequent events or circumstances. Furthermore, the
forward-looking information contained in this press release are made as
of the date of this document and China 88 does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law. The
forward-looking information and statements contained in this press
release are expressly qualified by this cautionary statement.
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 news
SOURCE GeoVenCap Inc.
For further information:
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
Telephone: +1 (888) 505-5480
Facsimile: +1 (320) 451-7490