Kelowna, British Columbia / ACCESSWIRE / May 1, 2014 / Ballyliffin Capital Corp. (the
"Corporation"),
a capital pool company listed on the NEX, announces it has entered
into a Letter of Intent made April 29, 2014 ("Agreement"), regarding a proposed
transaction (the "Transaction") with Crazy Horse
Resources Inc. ("Crazy
Horse"), a publicly traded mining company listed on
the TSX Venture Exchange ("Exchange"), with an
advanced copper-gold porphyry deposit located 100km south of
Manila, Philippines.
The Corporation intends that
the Transaction will constitute its "Qualifying Transaction" for
the purposes of Policy 2.4 of the TSX Venture Exchange Inc.
("Exchange"). The
Corporation and Crazy Horse are at arm's length, and accordingly,
the Transaction is not a "Non-Arm's Length Qualifying
Transaction". As such, it is anticipated that the
approval of the shareholders of the Corporation will not be
required for the Transaction. Subject to any regulatory, director
or other approvals that may be required, the completion of
satisfactory due diligence by the Corporation and other conditions
contained in the Agreement, it is anticipated that the Transaction
will involve an amalgamation of the Corporation with Crazy Horse.
Upon completion of the Qualifying Transaction, it is expected that
the resulting amalgamated issuer will be listed on the Exchange as
a Tier 1 mining issuer.
The
Transaction
The Corporation and Crazy
Horse will amalgamate in accordance with the Business Corporations Act
(British Columbia) to create a new company under the name "Asia Arc
Inc." ("Resulting
Issuer").
More
specifically, the following exchanges of securities will occur on
the effective date of the Transaction:
(i) all outstanding common shares of the Corporation, being
20,523,750, will be exchanged on a one-for-one basis for common
shares of the Resulting Issuer ("Resulting Issuer Shares"), (ii)
all outstanding common shares of Crazy Horse, being 48,586,059,
will be exchanged on a one-for-one basis for Resulting Issuer
Shares, (iii) all outstanding warrants to purchase Crazy Horse
common shares, being 13,000,000 ("Warrants"), will be exchanged on a
one-for-one basis with Resulting Issuer warrants to purchase
Resulting Issuer Shares at an exercise price of $0.075 and having
an expiry date of February 18, 2017, and (iv) all stock options to
purchase common shares of Crazy Horse will be cancelled.
Upon completion of the
Transaction, the Resulting Issuer will have 69,109,809 common
shares outstanding and 13,000,000 warrants at an
exercise price of $0.075 and having an expiry date of February 18,
2017. The Resulting Issuer Shares
issuable pursuant to the Transaction will be issued at a deemed
issue price of $0.09 per share. It also anticipated that at closing
the Resulting Issuer will grant options to acquire common shares at
a price of $0.09 per share to the directors, officers, employees
and consultants of the Resulting Issuer. Further details will be
provided in a subsequent news release.
About Crazy Horse Resources Inc.
Crazy Horse was incorporated
on May 8, 2007 under the name "Crazy Horse Resources Inc." pursuant
to the laws of the Province of British Columbia with an authorized
share capital of an unlimited number of common shares. Since the
date of its incorporation, there have been no amendments to the
Articles or any other establishing documents of Crazy Horse. Crazy
Horse's head office is located at Suite 800, 789 West Pender
Street, Vancouver, British Columbia, V6C 1H2. Crazy Horse is a
public company listed on the Exchange as a Tier 1 mining issuer
under the trading symbol "CZH". Crazy Horse is a reporting issuer
under the Securities
Act (British Columbia) and the Securities Act
(Alberta).
Crazy Horse's primary mining
operations are situated in the Philippines. Its drilling program
was conducted during 2010 and 2011 on its flagship Taysan Project,
located in Batangas province, Philippines. Taysan is a porphyry
copper-gold project hosted by several quartz-diorite intrusive
bodies at the margin of the large San Juan Diorite
batholith. The project is hosted by several intrusive
bodies with a high grade core consisting of breccias and
quartz-magnetite vein stockworks. Emplacement of the
diorite and ore is controlled by regional, cross cutting faults.
Geological mapping and ground geophysics (magnetics
and induced polarization surveys) indicate that
exploration potential exists in Crazy Horse's land holdings
to discover new deposits. Crazy Horse has focused on
the central portion of the ore-body in order to develop confidence
in a suitably large copper resource amenable to open-pit
mining.
Crazy Horse is now focusing on
the renewal of the Exploration Permit EP-IVA-005 and filing its
financial and technical assistance agreements (FTAA) with the
Mining and Geosciences Bureau ("MGB"). The MGB has requested a
number of documents including a revised two year exploration work
program, a feasibility study, and a declaration of mining project
feasibility prior to approving the renewal of the Exploration
Permit.
Please refer to Crazy Horse's
continuous disclosure filings on www.sedar.com for further
details of its mining assets, operations, and financial statements,
including excerpts from Crazy Horse's pre-feasibility study news release dated April 30, 2012. Details of mineral reserve estimates are
provided in the NI 43-101 report
filed June 12, 2012 on SEDAR. When a definitive agreement between
the Corporation and Crazy Horse is reached, which is anticipated
shortly, in accordance with the policies of the Exchange, the
Corporation will issue a subsequent press release containing
additional details relating to the Transaction, sponsorship, and
mining reserves information relating to the properties of Crazy
Horse.
Crazy
Horse's unaudited interim financial statements for the six months
ended January 31, 2014, which are available for viewing on SEDAR,
showed an operating loss of $495,243, working capital deficiency of
$24,065, total assets of $3,758,713, and share capital of
$59,810,200.
Capital Structure
of Crazy Horse
Crazy Horse currently has
48,586,059 common shares, 13,000,000 Warrants (having the same
terms and conditions noted above), and 954,913 options to purchase
common shares outstanding. No Crazy Horse shareholder holds or
controls more than 10% of the issued and outstanding common shares
of Crazy Horse.
The options will be cancelled on the effective date of the
Transaction.
Insiders and Board
of Directors of the Resulting Issuer
The following is a description
of the proposed directors and officers of the Resulting
Issuer.
Devinder
Randhawa - Kelowna, British Columbia - Proposed Chief
Executive Officer of the Resulting Issuer and current President and
Chief Executive Officer of the Corporation
Mr. Randhawa is the President
and founder of RD Capital Inc., a privately held consulting firm
providing venture capital and corporate finance service to emerging
companies since 1994 in the resources and
non-resource sectors both in Canada and the
United States. Mr. Randhawa was formerly the President of
Lariat Capital Inc., which merged with
Medicure Inc. in November 1999 and then was the founder and former
President and Chief Executive Officer of Royal County Minerals
Corp. from 1998 to 2003 that was taken over by Canadian Gold Hunter
Corp. (formerly International Curator Resources Ltd.) in July 2003.
Mr. Randhawa also founded Predator Capital Inc., which became
Predator Exploration Ltd. Mr. Randhawa was formerly the President
and Chief Executive Officer of Strathmore Minerals Corp., which he
founded in 1996, President, Chief Executive Officer and a director
of Sernova Corp. from March 2005 until November 2009 and a director
of Tresoro Mining Corp. from July 2009 until July 2010. Mr.
Randhawa was the Chairman and
Chief
Executive Officer of Fission Energy Corp. which he founded in 2007
up until completion of its plan of arrangement in April 2013, at
which time, Mr. Randhawa became Chairman, Chief Executive Officer
and director of Fission Uranium Corp. Mr. Randhawa is also a
director and officer of Papuan Precious Metals Corp., President,
Chief Executive Officer, and director of Ballyliffin Capital Corp.,
Chief Executive Officer and a director of Toro Resources Corp., and
President, Chief Executive Officer, and director of
Wolfpack Capital Corp., all companies listed on the
Exchange.
Brian Lueck -
Manilla, Phillippines - Proposed President and Director of the
Resulting Issuer
Mr. Lueck was
previously a director, chairman and founder of Crazy Horse
Resources. He has resided in the Philippines for 17 years and is
the president of a privately owned company called Solfotara Mining
Corp. and was formerly COO of Copper Development Corp., both of
which are principally engaged in the development of mineral
properties in the Philippines. Prior to these positions, Mr. Lueck
was a consultant and geologist to a number of private and public
companies. Mr. Lueck has a B.Sc. Geo from the University of British
Columbia and has over 24 years experience in mineral and
exploration development. Mr. Lueck is also a member in good
standing of the Association of Professional Engineers and
Geoscentists of British Columbia, APEGBC.
Jose D.
Leviste III - Manilla,
Phillippines - Proposed Director
Mr.
Leviste is a Philippine national who is a Solicitor admitted by the
Supreme Court of New South Wales.
He is currently President of CEC Energy Corporation ("CEC"), a
renewable energy developer in the Philippines and President of
Italpinas EuroAsian Design and Eco-Development Corp. ("ITPI"), a
real estate developer and design firm. CEC Energy and ITPI are
sister companies engaged in the development of housing and energy
projects throughout the Philippines. Prior to these engagements,
Mr. Levista worked as a legal practitioner in commercial litigation
in Sydney, Australia, and as an analyst for the Sydney office of
JOGMEC (Japan Oil Gas and Metals National Corporation).
Gregory
Downey - Kelowna, British Columbia - Proposed Chief Financial
Officer of the Resulting Issuer
Mr.
Downey has been a director and officer of several Exchange listed
issuers, including as Chief Financial Officer for Papuan Precious
Metals Corp. (previously Jalna Minerals Ltd.) since June of 2010
and
Chief Financial Officer and a director of Toro Resources Corp.
since December 2012. Mr. Downey was
Chief Financial Officer of Fission Energy Corp. since November 2010
up until the completion of its plan of arrangement in April 2013,
at which time, Mr. Downey became the Chief Financial Officer of
Fission Uranium Corp. Mr. Downey earned a diploma in business
administration from Southern Alberta Institute of Technology in
1988 and a Certified Management Accountants of British Columbia
designation in 1991.
Ross McElroy
- Kelowna, British Columbia - Proposed Director of
the Resulting Issuer
Mr. McElroy is a professional
geologist with over 25 years of experience in the mining industry.
Mr. McElroy was the Chief Operating Officer and President of
Fission Energy Corp. from March 2008 and a director from September
2011 up until the completion of
its plan of arrangement in April 2013, at which time, Mr. McElroy
became the President, Chief Operating Officer and director of
Fission Uranium Corp. Since February 2011,
Mr. McElroy has been a director of Papuan
Precious Metals Corp. and since November 2012, has been a director
of Goldrush Resources Ltd., both Exchange listed
companies.
Mr. McElroy received a Bachelor of
Science Degree with a specialization in Geology from the University
of Alberta in Edmonton, Alberta (1987). Mr. McElroy received his
Professional Geologist designation from the Association of
Professional Engineers, Geologists and Geophysicists of the
Northwest Territories (NAPEGG) in 1999, Association of Professional
Engineers, Geologists and Geophysicists from Alberta (APEGGA) in
2005 and the Association of Professional Engineers and
Geoscientists of Saskatchewan (APEGS) in 2005.
William Marsh - Kelowna,
British Columbia - Proposed
Director of
the Resulting Issuer and Currently a director of the
Corporation
Mr. Marsh has worked on
domestic and international drilling programs for Chevron Canada
Resources for the past 15 years and has worked in Canada for
Chevron as a Drilling Superintendent and Senior Drilling
Representative supervising drilling, workovers and completions in
many areas in Canada including the Beaufort Sea, MacKenzie Delta,
lower North West Territories, British Columbia, Alberta and
Saskatchewan. Mr. Marsh's most recent international assignment with
Chevron was as Senior Drilling Representative for Tengizchevroil in
Tengiz, Kazakstan. Mr. Marsh was formerly a director of Predator
Exploration Ltd. and Wolf Capital Corp. and is currently a director
of Ballyliffin Capital Corp. and Wolfpack Capital Corp., all
Exchange listed issuers.
Sponsorship of
Qualifying Transaction
Sponsorship of a qualifying
transaction of a capital pool company is required by the Exchange
unless exempt in accordance with Exchange policies. The Corporation
intends to apply for an exemption from the sponsorship
requirements. There is no assurance that the Corporation will
ultimately obtain an exemption from sponsorship.
Reinstatement to
Trading
The Corporation's shares will
remain halted pending receipt by the Exchange of certain required
materials from the Corporation and until the Corporation engages a
sponsor or a sponsorship exemption is granted. The Corporation will
issue a further press release when further updates on these items
are available.
Additional Information and Description of Significant Conditions to
Closing
The Transaction will be carried out
by parties dealing at arm's length to one another and therefore
will not be considered to be a Non-Arm's Length Qualifying
Transaction, as such term is defined under the policies of the
Exchange.
A Filing Statement in respect
of the 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 Transaction. A
press release will be issued once the Filing Statement has been
filed as required pursuant to Exchange policies.
Completion of the Transaction
is subject to a number of conditions including, but not limited to,
the satisfaction of the Corporation and of Crazy Horse of certain
due diligence investigations to be undertaken by each party, the
completion of the name change, continuance of the Corporation from
Alberta into British Columbia, completion of a definitive agreement
setting forth the terms and conditions set out in the Letter of
Intent, closing conditions customary to transactions of the nature
of the Transaction, Exchange acceptance and, if required by
Exchange policies, majority of the minority shareholder approval.
Where applicable, the Transaction cannot close until the required
shareholder approval is obtained and there can be no assurance that
the Transaction will be completed as proposed or at all.
If and when a definitive
agreement between the Corporation and Crazy Horse is executed, in
accordance with the policies of the Exchange, the Corporation will
issue a subsequent press release containing the details of the
definitive agreement and additional terms of the Transaction,
including information relating to sponsorship, and to the extent
not contained in this press release, additional information
required by the Exchange with respect to the history of Crazy
Horse.
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.
For further
information, please contact:
------------------------------
|Ballyliffin Capital Corp. |
|Devinder Randhawa, President|
|Phone: (250) 868-602 |
------------------------------
Neither the 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.
Cautionary and Forward-Looking Statements
This news release contains
forward-looking statements and information
concerning the expected results of the Transaction; the resulting
issuer's mining assets and reserves with respect to the assets
owned by Crazy Horse; anticipated closing dates of the Transaction
and the related matters such as the continuance of the Corporation
from Alberta to British Columbia and name change. The
forward-looking statements and information
are based on certain key expectations and assumptions made by
management of the Corporation. Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Readers are cautioned
that the foregoing list of factors is not exhaustive. The
forward-looking statements and information
contained in this news release are made as of the date
hereof and no
undertaking is given to update publicly or revise any
forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws or the TSX Venture
Exchange. The forward-looking statements or information contained
in this news release are expressly qualified by this cautionary
statement.
This
press release shall not constitute an offer to sell, nor the
solicitation of an offer to buy, any securities in the United
States, nor shall there be any sale of securities mentioned in this
press release in any state in the United States in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Not for
distribution to U.S. Newswire Services or for dissemination in the
United States. Any failure to comply with this restriction may
constitute a violation of U.S. Securities laws.
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