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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 shares.
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 Transaction.
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 Note.
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 release.
For further information:
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
Telephone: +1 (888) 505-5480
Facsimile: +1 (320) 451-7490
Email: [email protected]