VANCOUVER, Aug. 29 /CNW/ - BENEM VENTURES INC. (the "Company") announces
that the Letter of Intent dated August 10, 2006 (and extended to May 31,
2007), executed between itself and First West Petroleum Inc., of Calgary,
Alberta, has been terminated.
The Company is pleased to announce that it has executed an Acquisition
Agreement dated August 22, 2007, with Velocity Resources Canada Ltd., of
Edmonton, Alberta ("Velocity"), a party at arm's-length to the Company,
pursuant to which it will purchase an undivided 100% interest in certain
mineral claims owned by Velocity located in the Liard Mining Division of
British Columbia (the "Property"). The Company will, as consideration for the
purchase of the Property, make an immediate cash down-payment to Velocity of
CDN$15,000. In addition, upon receipt of applicable regulatory approval(s) and
upon closing of the transaction, the Company will make a further cash payment
of CDN$60,000 and will issue to Velocity 12,000,000 shares in its capital. It
is anticipated that such shares will be subject to escrow provisions imposed
by the TSX Venture Exchange (the "Exchange").
Concurrent with the closing of, and as a condition precedent to, the
acquisition of the Property (the "Acquisition"), the parties will have
received binding investor commitments to a brokered private placement of
shares of the Company to realize to its treasury at least CDN$2,000,000. It is
anticipated that the Company will, concurrent with the closing of the
Acquisition, issue 1,000,000 non-flow through shares in its capital, at
CDN$0.50, and 3,000,000 flow-through shares, at $0.75, the proceeds of which
will be used by the Company to fund further exploration and development of the
Property (collectively, the "Financing").
Closing of the Acquisition is anticipated to occur upon receipt of
regulatory, corporate and shareholder approval.
Velocity is a private Alberta corporation engaged in mineral exploration
in Alberta and British Columbia. Velocity holds an undivided 100% interest in
the Property, which is comprised of the Mount Haskins and Cassiar Molybdenum
properties. The Mount Haskins property contains at least two valuable mineral
deposits. The first is an intrusive hosted porphyry molybdenum deposit and the
second a skarn deposit containing copper, lead, zinc and silver. The Cassiar
property is located 23 kilometers southwest of the Mount Haskins property and
is a large, classic porphyry type molybdenum deposit consisting of isolated
molybdenite showings over an area of one square mile.
Benem is a British Columbia resident publicly-traded corporation, with
its common shares listed for trading on the NEX board of the TSX Venture
Exchange. Benem is seeking to acquire an interest in a mineral exploration
property or properties that will constitute a Qualifying Transaction pursuant
to the CPC policies of the Exchange, and which will allow it to graduate to
Tier 2 of the Exchange.
Upon completion of the Acquisition, the management and board of directors
of Benem will consist of:
John Hope, of Edmonton, Alberta - President, Chief Executive Officer &
Director: John Hope has been involved in the mining industry for most of his
life, working in the field of exploration for Erickson Gold Mines, Placer
Dome, Scurry Rainbow Oil, Welcome North, and Cassiar Mining, among others, and
in both open pit and underground mines. In 1980 John participated in the
management of the largest Placer Gold operation in B.C. on McDame creek
operated by KMC Mining. He has also successfully managed his own placer gold
operations in the Yukon and B.C. over the years. He was the President and
director of Capra Minerals Ltd., and Integrated Resources Ltd., has been
involved in the management of several junior exploration companies since then.
He is the founder and one of the principal shareholders of Velocity Resources
Inc. and its subsidiary company Velocity Resources Canada Ltd.
Gerry Diakow, of Delta, BC, Chief Financial Officer: Gerry Diakow is a
Geological Scientific Technician and a member of the Society of Economic
Geologists. He has extensive experience in the senior management of both
public and private companies in the resource sector, specializing in mineral
exploration. He is a former director of Trilogy Minerals Inc. and has been
employed by and conducted mineral exploration for Canadian Superior Mining
Exploration, Union Carbide and Anaconda Mineral Exploration Division. Gerry is
also a past president of the Pacific Gillnetters Association and a former
Executive Director of the B.C. Salmon Marketing Association.
Lew Mansell, of Edmonton, Alberta, Director: Lew Mansell is a graduate of
the University of Alberta with a B.Sc., and a Management Certificate from the
U of A Business School. He has 35 years of technical and business experience
throughout the resource and related technical fields in Western Canada. He has
held licenses for mutual funds and insurance and currently is a licensed
mortgage broker. He has been advising companies on strategies for management
structures, public market documentation, planning and coordination. He has
been active in the public markets since 1999 when he co-founded Sustainable
Development International Inc. He presently serves as a Director for Velocity
Resources Canada Ltd
D. Barry Lee, of Vancouver, BC, Director: Barry Lee has extensive
experience in the senior management of both public and private companies in
the resource sector, specializing in mergers and acquisitions, strategic
planning and corporate governance. He is currently President and CEO and a
Director of Lagasco Corp (TSXV), an oil and gas exploration and production
company active in Alberta. He is also the founder and former President and CEO
of Banks Energy Inc., now merged with Arapahoe Energy Corporation (TSXV),
where he is currently the Chairman of the Audit Committee of the Board of
Directors. He is a co-founder, former director and former Chief Operating
Officer of Choice Resources Corp. (TSXV), and a co-founder, a director and the
former President and CEO of Watch Resources Ltd. (TSXV).
From the date hereof until September 15, 2007, each of Benem and
Velocity, and their respective agents and professional advisors, will conduct
a due diligence review of the affairs of the other party. Upon satisfactory
completion of such due diligence, the parties will seek regulatory approval to
the Acquisition and the Financing, with a target closing date of November 30,
2007, or such other date as the parties mutually agree upon. This transaction
is subject to a drop-dead date of March 1, 2008 for receipt of all regulatory
approvals and the commencement of trading of the shares of the Company on Tier
2 of the Exchange.
The Company will make an application to the Exchange for an exemption
from the sponsorship requirements imposed by Exchange Policy(s). There is no
certainty that such exemption will be granted.
Trading in the Company's shares is presently halted. Trading is expected
to resume upon receipt of the sponsorship exemption or the appointment of a
sponsor, along with the issuance of a comprehensive press release following
Exchange and Sponsor review of the Acquisition, including title to the
Property, and of the applicable agreements and accompanying documentation.
BENEM VENTURES INC.
"G. Leigh Lyons"
G. Leigh Lyons, President
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange 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
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.
For further information:
For further information: contact the Company by phone at (604) 689-8336
or by fax at (604) 682-5564