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.