Vancouver, British Columbia - January 14, 2013 - Escudo Capital Corporation ("Escudo"), a capital pool company listed on the TSX Venture Exchange, is pleased to announce that, further to its news release dated October 4, 2012 announcing the signing of a letter agreement with Aston Bay Ventures Ltd. ("Aston Bay"), it has entered into an arrangement agreement (the "Arrangement Agreement") dated January 11, 2013 with Aston Bay to effect its previously announced acquisition of all of the issued and outstanding common shares of Aston Bay (the "Acquisition").
Pursuant to the terms of the Arrangement Agreement, each of the issued and outstanding common shares of Aston Bay will be transferred to Escudo in exchange for one common share of Escudo. As a result of the Acquisition, Aston Bay will become a wholly-owned subsidiary of Escudo.
The Acquisition, if completed, will represent a "qualifying transaction" in accordance with TSX Venture Exchange policies. The Acquisition is an arm's length transaction, and as such, will not be subject to Escudo receiving shareholder approval. Upon completion of the transaction, Escudo will be listed as a Tier 2 Mining Issuer pursuant to the initial listing requirements of the Exchange.
Escudo also announces that it has amended the terms of the non-brokered private placement intended to close concurrently with the Acquisition, as previously announced in its news release dated October 4, 2012. The private placement will now consist of a minimum of 2,000,000 and a maximum of 5,000,000 flow-through common shares of Escudo at a price of $0.25 per flow-through common share and a minimum of 1,000,000 and a maximum of 3,000,000 non-flow-through common shares of Escudo at a price of $0.20 per non-flow-through common share for aggregate proceeds of a minimum of $700,000 and a maximum of $1,850,000. Shares acquired by the placees will be subject to a hold period of four months plus one day from the date of completion of the financing in accordance with applicable securities legislation. Finder's fees in amounts yet to be determined may be paid to persons who introduce Escudo to investors. Funds raised by this private placement will be used for exploration on the Storm Copper Property and the Seal Zinc Property, both located on Somerset Island, Nunavut, and for general corporate purposes.
Directors and Officers of the Resulting Issuer
It is proposed that the following individuals be appointed as the directors and officers of Escudo after the Acquisition:
Benjamin Cox, Proposed Chief Executive Officer and Director
Mr. Cox has been a director and the President and Chief Executive Officer of Aston Bay since April 2012; the President and Chief Executive Officer of Roche Bay PLC, a mineral exploration company, since August 2001; and the President and Chief Executive Officer of Oren Inc. since May 2010. Mr. Cox was also an analyst with D.E. Shaw LLC, an investment and technology development firm, from September 2008 until June 2010. Mr. Cox obtained an MBA from Portland State University in December 2002 and a Bachelor of Arts degree from Brandeis University in 1999.
Moshe Cohen, Proposed Chief Financial Officer and Director
Mr. Cohen is currently a director of Aston Bay. He has been the Chief Financial Officer of Roche Bay PLC, a mineral exploration company, since May 2006. Mr. Cohen received his Chartered Accountant designation from the South African Institute of Chartered Accountants in February 2006. Mr. Cohen received an Honours Bachelor of Accounting Science degree in 1981 and a Bachelor of Accounting Science degree in 1979, both from the University of South Africa.
Cliff Boychuk, Proposed Director
Mr. Boychuk is currently a director of Aston Bay. He has been the President of Lone Peak Drilling, a privately held exploration diamond core drilling company, since August 2007. Mr. Boychuk was also a director of Snowfield Development Corp., a mineral exploration company listed on the Exchange, from May 2011 until July 2012.
John Boddie, Proposed Director
Mr. Boddie has served as the Chief Executive Officer and Secretary and a director of Escudo since February 28, 2011. He obtained a Bachelor of Arts from the University of British Columbia in 1978 and a Master of Business Administration from Simon Fraser University in 1988. He has acted as a consultant with P. Boddie & Associates Ltd. since March 2000 and has previously served as vice president of the Canadian Venture Exchange (Vancouver Stock Exchange). Mr. Boddie has served as director of Metropolitan Mining Corp., a mineral exploration company, from June 2008 to February 2011 and Apoka Capital Corp., a former Capital Pool Company, from November 2007 to October 2008. Mr. Boddie has also acted as Vice President, Strategic Development of Primero Mining Corp. (formerly Mala Noche Resources Corp.), a mineral exploration company, from July 2009 to April 2010 and as Chief Financial Officer of Primero Mining Corp. from October 2008 until July 2009.
For additional information, please contact:
John Boddie, Chief Executive Officer, Secretary and Director
Telephone: (604) 893-8784
Benjamin Cox, CEO, Aston Bay Ventures Ltd.
Telephone (360) 262 6969
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 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 the TSX Venture Exchange Inc. 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.
This news release contains certain statements that may be deemed "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Escudo believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Escudo's management on the date the statements are made. Except as required by law, Escudo undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
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