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TORONTO, Nov. 17 /CNW/ - Intuitivo Capital Corporation ("Intuitivo") (TSXV- "ITU.P"), a capital pool company, announced today that it has entered into a non-binding letter of intent with Argonaut Gold Inc. ("Argonaut"), to pursue a proposed business combination. Based in Reno, Nevada, Argonaut has been formed by Brian Kennedy, Peter Dougherty and Edgar Smith, the former management team at Meridian Gold Inc., with the goal of creating a mid-tier gold producer. Argonaut has recently announced its intention to acquire, pursuant to a take-over bid, all of the outstanding shares of TSX Venture Exchange (the "Exchange") listed Castle Gold Corporation ("Castle"), a gold producer with mining operations in Mexico and Guatemala.
Pursuant to the letter of intent, it is proposed that the common shares of Intuitivo would be consolidated on a 1 for 36 basis and the holders of Argonaut would receive one post-consolidated share of the Company for each common share of Argonaut. The final structure of the business combination is to be determined after the receipt of final tax, corporate and securities law advice for both parties.
In conjunction with the proposed transaction, Argonaut intends to issue a minimum of Cdn.$100,000,000 worth of subscription receipts through a private placement at a price of Cdn.$3.00 per receipt. Contemporaneous with the completion of the business combination, each subscription receipt would be exercisable into one post-consolidated Intuitivo share and one-half of one share purchase warrant, each whole warrant entitling the holder to acquire one additional post-consolidated Intuitivo share for a three year period at a price of Cdn.$4.50.
Completion of the transaction is subject to the completion of a satisfactory due diligence review by both parties, the execution of a definitive agreement on or before November 23, 2009, completion of Argonaut's private placement, Argonaut acquiring not less than 66 2/3% of the outstanding shares of Castle pursuant to its take-over bid and all required shareholder, court and regulatory approvals. In addition, as a condition to the execution of a definitive agreement, Argonaut is also requiring that the Company shall have completed a private placement of 7,500,000 pre-consolidated common shares at a price of $0.06 per share to raise gross proceeds of Cdn.$450,000. Insiders of the Company may subscribe for up to one-half (3,750,000 common shares) of the Intuitivo private placement.
If completed, the proposed transaction is expected to constitute Intuitivo's Qualifying Transaction as defined in Policy 2.4 of the Exchange and is subject to compliance with all Exchange requirements in this regard. A comprehensive press release with further particulars relating to the proposed transaction will follow in accordance with the policies of the Exchange.
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 highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
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 INTUITIVO CAPITAL CORPORATION
For further information: For further information: Mark Wilder, President & CEO, Ph: (416) 928-1800, Intuitivo Capital Corporation, E-mail: email@example.com