Sagittarius Capital Corporation (TSX VENTURE: SCX.H) ("Sagittarius"
or the "Company"), a capital pool company, and Alpaca Resources
Inc. ("Alpaca"), a private Ontario-based junior copper exploration
company, are pleased to announce further developments in connection
with their proposed business combination, which will be
Sagittarius's qualifying transaction (the "Qualifying Transaction")
pursuant to the policies of the TSX Venture Exchange (the
"Exchange"). Details of the proposed Qualifying Transaction are
available in the Company's press release dated September 7, 2010 on
SEDAR at www.sedar.com.
A filing statement in respect of the proposed Qualifying
Transaction will be prepared and filed in accordance with Policy
2.4 of the Exchange on SEDAR at www.sedar.com no less than 7
business days prior to the closing of the proposed Qualifying
Transaction. A press release will be issued once the filing
statement has been filed as required pursuant to Exchange
policies.
Highlights:
-- Sagittarius and Alpaca amend terms of the Letter of Intent for proposed
Qualifying Transaction
-- Sagittarius and Alpaca have proposed management and directors for the
Resulting Issuer
-- Alpaca closes a Pre-QT Financing for total gross proceeds of $3,293,003
-- Alpaca plans to spin out the Iron Butte Property to form a new gold
company; Alpaca to focus on its flagship Hill Copper project
-- Alpaca acquires the Promissory Note secured against the Rae-Eastman
Property, which includes surface and mineral rights related to Hill
Copper project
Amendment to the Letter of Intent
The Company has further amended the terms of the letter of
intent dated September 1, 2010, as amended on September 30, 2010
and October 31, 2010 (the "Letter of Intent") that sets out the
basic terms of the proposed business combination between
Sagittarius and Alpaca, which is more particularly described in the
press release of the Company dated September 7, 2010 available on
SEDAR at www.sedar.com.
The amendments to the Letter of Intent include the following:
(i) as a result of the planned spin-out of the Iron Butte Property
(as described below), the share consolidation (the "Share
Consolidation") of the common shares of Sagittarius (the "Common
Shares") that is expected to take place immediately prior to the
completion of the Qualifying Transaction has been amended from
1:1.8 basis (being one (1) post-Share Consolidation Common Share
for every 1.8 pre-Share Consolidation Common Shares) to 1:1.4 basis
(being one (1) post-Share Consolidation Common Share for every 1.4
pre-Share Consolidation Common Shares); (ii) the exchange ratio of
the securities of Sagittarius for the securities of Alpaca has been
amended from 1:1 basis (being one (1) security of the Company for
each one (1) security of Alpaca) to 1:2 basis (being one (1)
security of the Company for each two (2) securities of Alpaca); and
(iii) the shareholders of Alpaca will not be asked to approve a
consolidation of the common shares of Alpaca (the "Alpaca Shares")
on a 1:2 basis (being one (1) new Alpaca Share for every two (2)
old Alpaca Shares).
The Share Consolidation will result in Sagittarius shareholders
holding 2,992,857 post-Share Consolidated Common Shares and 335,000
post-Share Consolidation stock options in the resulting issuer (the
"Resulting Issuer") versus 2,327,778 post-Share Consolidation
Common Shares and 260,556 post-Share Consolidation options prior to
the amendment. Prior to giving effect to the financing that Alpaca
will undertake concurrently with the completion of the Qualifying
Transaction, the Resulting Issuer will have 37,358,515 Common
Shares, 9,696,393 warrants, 1,277,193 broker's warrants and
2,322,500 options issued outstanding.
Proposed Management and Directors of Resulting Issuer
The following are brief descriptions of the proposed management
and directors of the Resulting Issuer:
Yannis Banks, CEO and Director
Mr. Yannis Banks will assume the role of CEO as well as a
director of the Resulting Issuer. Mr. Banks has been with
Foundation Markets Inc., a Toronto-based merchant and investment
bank focused on the natural resource sectors and one of the
founders of Alpaca, since 2007. Mr. Banks has been involved in
financing and providing strategic advisory services to a number of
early-stage natural resource companies and evaluating and acquiring
mineral projects in North and South America and Asia. Mr. Banks
also serves as the CEO of Quia Resources Inc., a Colombian gold
exploration company listed on the TSXV, and is on the board of
directors of Lakeside Minerals Corp., Caldera Geothermal Inc. and
Arkose Energy Inc., all of which are private companies.
Andres Tinajero, CFO
Mr. Andres Tinajero, currently the CFO of Alpaca, will continue
serving as the CFO for the Resulting Issuer. Mr. Tinajero has over
15 years of business experience, having supported a broad range of
industries, including not-for-profit, manufacturing, mining, and
retail; establishing a strong accounting and business skill set,
transitioning into the public sector serving in leadership roles
for small and medium-sized companies in extractive industries.
During this same period, he has served as Controller and CFO of a
number of start-ups and medium sized public companies across
Canada. He holds degrees in Business Administration and an MBA, and
is also a Member of the Canadian Institute of Certified Management
Accountants and a member of the Certified Practicing Accountants of
Australia
Richard Cleath, President and COO
Mr. Richard Cleath, currently the Vice President of Exploration
of Alpaca, will assume the role of the President and COO of the
Resulting Issuer. Mr. Cleath has more than 25 years of experience
as a geologist and in managing, organizing, budgeting, planning and
executing various mining exploration projects globally. Most
recently, Mr. Cleath played an integral role as Vice President
Exploration with U3O8 Corporation ("U3O8"). Prior to U3O8, Mr.
Cleath was Vice President, Exploration with Absolute Resources
Corp., where he negotiated and acquired the Chaparra mesothermal
gold vein project in southern Peru and led the acquisition of the
advanced-stage Andorinhas high-grade gold project in Brazil as Peru
Country Manager of Reliance Mining.
Michael Newbury, Director
Mr. Michael Newbury, currently the President, CEO and director
of Alpaca, will remain as a director for the Resulting Issuer. Mr.
Newbury is an engineer with 40 years experience in the operation,
financing and evaluation of natural resource projects. He was a
former partner at Endeavour Financial, which provided financial and
technical advisory services to mining companies. Previous
involvements also include member of senior management at Credit
Suisse and Vice-President of Barclay's Bank of Canada.
Adam Szweras, Director
Mr. Adam Szweras will serve as a director for the Resulting
Issuer. Mr. Szweras is a partner with the law firm Fogler, Rubinoff
LLP and a co-founder of Foundation Markets Inc., a Toronto-based
investment and merchant bank and Exempt Market Dealer. He has
practiced securities law for over 12 years and in his corporate
finance and legal practice focuses on financing and going public
transactions. He acts for mid-market companies looking to raise
capital or make acquisitions and assists private companies in the
going public process.
Bill Williams, Director
Mr. Bill Williams will serve as a director for the Resulting
Issuer. Mr. Williams is currently Vice-President, Corporate
Development of Orvana Minerals Corp. ("Orvana"). He has held
various positions in minerals exploration and project development
throughout the Americas with Western Mining, Northern Orion, Phelps
Dodge and Freeport McMoran Inc. He received his Ph.D. in Economic
Geology from the University of Arizona.
Scott Jobin-Bevans, Director
Mr. Scott Jobin-Bevans will serve as a director for the
Resulting Issuer. Mr. Jobin-Bevans is a geologist with more than 20
years of mineral exploration industry experience, Co-Founder and
Director of Caracle Creek International Consulting Inc., President
of Treasury Metals Inc., Director of Mukuba Resources Ltd., and
President of the Prospectors and Developers Association of Canada
(PDAC).
Richard Brown, Director
Mr. Richard Brown will serve as a director for the Resulting
Issuer. Mr. Brown is a geologist with extensive experience in the
Americas and a track record for sourcing and acquiring projects,
currently COO of Amarillo Gold Corp. and Vice President, Business
Development of Quia Resources Inc. For the last 15 years he has
lived in South America, establishing local companies and acquiring
a portfolio of mining properties in Ecuador, Peru, Argentina and
Brazil. Mr. Brown combines a thorough knowledge of the local
business culture with an extensive network of industry contacts and
a track record of acquiring significant assets.
Stanley B. Keith, Director
Mr. Stanley B. Keith will serve as a director for the Resulting
Issuer. Mr. Keith is a geologist responsible for discovery of 18
mineral deposits on 3 continents.
Jay Vieira, Corporate Secretary
Mr. Vieira is a partner with law firm Fogler, Rubinoff LLP
specializing in corporate finance and securities law. Mr. Vieira
has acted for both domestic and international corporations and
investment dealers and has been involved in a broad range of
transactions including public offerings, private placements and
acquisitions, involving both domestic and international
corporations.
Pre-QT Financing of Alpaca
Further to the Company's press release dated September 24, 2010
available on SEDAR at www.sedar.com, Alpaca has completed a private
placement consisting of four tranches for total gross proceeds of
$3,293,003 (the "Pre-QT Financing"), pursuant to which it has
issued 32,930,030 units (the "Units") at $0.10 per Unit. Each Unit
is comprised of one (1) Alpaca Share and one half of one (1/2)
Alpaca Share purchase warrant (an "Alpaca Warrant"). Each Alpaca
Warrant is exercisable into one Alpaca Share at an exercise price
of $0.25 for a period of 24 months.
Foundation Markets Inc., Canaccord Genuity Corp. and Union
Securities Ltd. (collectively, the "Agents") acted as agents for a
portion of the Pre-QT Financing, with the balance being
non-brokered. Commission of 8% cash and 8% broker's warrants was
paid to the Agents.
After giving effect to the Pre-QT Financing, Alpaca has
68,851,316 Alpaca Shares, 19,392,785 Alpaca Warrants, 2,554,385
broker's warrants and 3,975,000 options issued and outstanding.
Alpaca plans to use the proceeds of the Pre-QT Financing for
exploration, evaluating further acquisition opportunities, and
general corporate purposes.
Iron Butte Spin-Out into New Gold Company
Prior to the completion of the Qualifying Transaction, it is
expected that Alpaca will spin out the Iron Butte gold property
(the "Iron Butte Property"), which is currently held by its wholly
owned subsidiary Arizona-Alpaca Resources Corp. ("AARC"), into a
new gold company ("GoldCo"). Initially, Alpaca plans to retain up
to 40% interest in GoldCo, while the balance of the shares of AARC
will be returned to the Alpaca shareholders as a capital dividend.
Alpaca's initial interest in GoldCo, and following completion of
the Qualifying Transaction, the resulting issuer's interest in
GoldCo, is expected to be diluted by a financing which will be
undertaken to fund the GoldCo. It is expected that GoldCo will
focus on becoming a publicly listed gold company initially focusing
on drilling at the Iron Butte Property with the aim of establishing
a 43-101-compliant resource as well as pursuing other synergistic
gold property acquisitions. The formation of GoldCo will allow
Alpaca to focus on its flagship Hill Copper project while unlocking
the value in the Iron Butte Property asset, and will allow its
shareholders to have focused exposure to both copper and gold in
two pure-play vehicles.
Rae Eastman Promissory Note
On March 1, 2011, SOGC Resources Corp. ("SOGC"), a wholly owned
subsidiary of Alpaca, entered into a Note Purchase Agreement
("Agreement") with Lesco Enterprises Inc., Stephen M. Rae, David A.
Rae. Cochise County Reality Inc. and Allred Law Office. The
acquisition was completed on March 14, 2011, pursuant to which SOGC
has purchased a promissory note (the "Promissory Note") dated April
17, 2008 with an original principal sum of $1,014,000 secured
against the Deed of Trust of certain real property located in
Cochise County, Arizona, which includes surface rights and mineral
rights (the "Rae-Eastman Property") related to the Hill Copper
project. Alpaca has paid $819,062 for the Promissory Note. The
Promissory Note is in default and foreclosure proceedings are in
process, which Alpaca plans to continue.
About Sagittarius Capital Corporation
The Company is a NEX-listed company and was formerly classified
as a Capital Pool Corporation as defined in the TSX Venture
Exchange Policy 2.4. The Company's principal business is the
identification and evaluation of assets or businesses with a view
to completing a Qualifying Transaction within the meaning of
Exchange policies.
In accordance with the Exchange policies, the Common Shares are
currently halted from trading, and it is intended that they will
remain halted until completion of the Qualifying Transaction.
About Alpaca Resources Inc.
Alpaca is a Canadian junior exploration company with advanced
and early-stage copper and gold exploration properties in the
Western United States. Alpaca's focus is on its flagship Hill
Copper project in Arizona, which is in the advanced exploration
stage. Alpaca's objective is to define a 43-101 resource at the
Hill Copper project and continue to advance the project towards
feasibility.
Other Information
Completion of the Qualifying 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 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
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 information disclosed in this press release regarding Alpaca
was provided by Alpaca without review or investigation by
Sagittarius, and as such, Sagittarius does not accept any
responsibility for the accuracy of such disclosure.
Forward-Looking Statements
This press release contains "forward-looking information", as
such term is defined in applicable Canadian securities legislation.
There can be no assurance that such information will prove to be
accurate or that management's expectations or estimates of future
developments, circumstances or results will materialize.
Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information in
this press release is made as of the date of this press release,
and each of Sagittarius and Alpaca disclaim any intention or
obligation to update or revise such information, except as required
by applicable law.
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. Neither TSX Venture
Exchange Inc. nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange Inc.) accepts
responsibility for the adequacy or accuracy of this release.
Contacts: For Sagittarius Capital Corporation: Robin Sundstrom
President (647) 822-8111 robin@ironsideir.com For Alpaca Resources
Inc.: Yannis Banks (416) 777-6169 ybanks@foundationmarkets.com
Sagittarius Capital Corp (TSXV:SCX.H)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Sagittarius Capital Corp (TSXV:SCX.H)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024