Vancouver, B.C. January 27, 2016 - 88 Capital Corp. (TSX.V: EEC) (the “Company” or “88 Capital”) is pleased to announce that it has entered into an agreement effective January 25, 2017, with Golden Ridge Resources Ltd. (“GRR”) to acquire 100% of the issued and outstanding securities of GRR by means of reverse takeover in exchange for common shares of 88 Capital on a one-for-one basis (the “Transaction”). The Company shall continue to be a mining issuer upon completion of the transaction.
GRR is a private British Columbia company, which holds an option to earn a 100-per-cent interest in the 1,700 hectare Hank Au-Ag-Cu property (the “Hank Property”) located in the Golden Triangle district, approximately 140 km north of Stewart, British Columbia. GRR may earn a 100% interest by performing $1,700,000 of exploration work by the end of 2018; this is subject to a certain back-in provision if the deposit equals or exceeds 3 million ounces of Au in the mineral resource category. The completion of the acquisition is subject to the approval of the TSX Venture Exchange (the “Exchange”).
The Transaction constitutes an Arm's Length Transaction, as defined under the Exchange rules, and the Company will be seeking an exemption the sponsorship requirement under Policy 2.2 - Sponsorship and Sponsorship Requirements. If such exemption is not available, the Company will be seeking waiver of the sponsorship requirement.
This acquisition will be the Company’s first step towards building a portfolio of high quality mineral properties located in the mining friendly jurisdictions of the Pacific Northwest. The Hank project is strategically located in the highly prospective Golden Triangle, not far from the past-producing Snip and Eskay Creek precious metals mines, the currently producing Red Chris Cu-Au mine, the near-term precious metals producer at Brucejack, and the significant Cu-Au-Ag (Mo) deposits at the Schaft Creek and Galore Creek properties.
Terms of the Agreement
Under the agreement 88 Capital will acquire, by way of share exchange, all of the issued and outstanding securities of GRR in consideration for the issuance to the GRR shareholders of an aggregate of 16,154,012 88 Capital shares (share exchange ratio of 1:1).
The option agreement for the Hank property, which is Golden Ridge’s principal asset, is subject to the following terms:
Upon completion of the RTO, it is anticipated that the board of directors and management of the resulting issuer will comprise the individuals set out below.
Financial information regarding GRR and the Hank Property shall be provided at a later date.
The Company also announces that it is arranging a concurrent non-brokered private placement for minimum gross proceeds of $1,000,000 and for a maximum of $3,000,000 (the “Offering”). Pursuant to the Offering, the Company intends to issue units (each a “Unit”) at a price of $0.125 per Unit and flow-through common shares at a price of $0.15. Each Unit consists of one non-flow-through common share and one-half of one share purchase warrant; each whole warrant will entitle the holder to purchase one common share at $0.25 per share for a period of 3 years from closing. The minimum concurrent financing is a condition of the transaction.
About the Hank Property
The Hank Property is located in the prolific Golden Triangle of northwest BC, 140 km north of the town of Stewart and 15 km west of Highway 37 and the new North West Transmission power line. One hundred and four drill holes totalling 13,709 m were drilled on the property between 1983 and 1993, and trenching, road building, soils and Induced Polarization (IP) geophysical surveys were undertaken during that time. The property lay dormant between 1993 and 2014. Since 2014 GRR has spent approximately $300,000 on the property, undertaking airborne magnetic and deep-looking IP geophysical surveys, soil sampling, prospecting and geologic mapping.
Gold-silver mineralization at the Hank Property occurs in veins and disseminations associated with broad northeast-trending alteration zones that are hosted primarily in volcanic and sedimentary rocks of the Upper Triassic Stuhini Group. Rocks of the Stuhini Group are locally overlain by Lower Jurassic clastic sedimentary rocks, and both are intruded by Early to Middle Jurassic felsic stocks that may also be altered. Historic drill intercepts from mineralized and altered zones on the Hank property include:
About Proposed New Management
Larry Nagu, B.A. Geology, Executive Chairman and Director
Mr. Nagy obtained a B.A degree in Geological Sciences from the University of Saskatchewan in 1966. Mr. Nagy provides broad international exploration experience from his past management of several successful listed junior resources companies. After graduation Mr. Nagy spent 16 years employed by Cominco Ltd., an exploration company with projects in Western Canada and Australia, he was a co-founder of Keewatin Engineering Ltd., a Vancouver based geological consulting company, responsible for managing exploration projects worldwide. As a director of Delaware Resources, he was responsible for Delaware’s acquisition and development of the SNIP property, a gold project in central B.C which he originally identified for re-staking while employed by Cominco Ltd. He also served as a Director of Calpine Resources Ltd., the company which optioned the Eskay Creek gold property and subsequently discovered one of the largest and richest gold-silver deposits in North America. While serving as president and CEO of Oliver Gold Corporation, he led the team that discovered the SEGALA gold deposits in Mali, West Africa and Ipanema gold deposit in Zimbabwe. Mr. Nagy was also the president and CEO of Solomon Resources Ltd. at the time together with Channel Resources Ltd, co-discovered the Bomboré gold deposits in Burkina Faso. These deposits were sold to Ore Zone Ltd. and are currently being prepared for production.
Mr. Nagy is currently the Executive Chairman and Director of Colorado Resources Ltd., an independent Director of Mindoro Resources Ltd., and also the Chairman and CEO of Damara Gold Corporation.
Michael Blady, B.Sc. Geology, President & CEO and Director
Mr. Blady holds a B.Sc. in Geology from Simon Fraser University and is the principal of Ridgeline Exploration, a grass roots exploration services company based out of Vancouver BC. He has been involved in senior management of numerous public companies since 2009 and has acted as a geological consultant and advisor to various public companies providing corporate development services. Mr. Blady’s senior management experiences with resource company’s gives him an appreciation of the best industry practices with respect to financial risk controls and disclosure.
Terese Gieselman, CFO, Corporate Secretary and Director
Ms. Gieselman has had 28 years experience with junior mining and exploration companies listed on the TSX, TSXV, OTCBB, NASDAQ and AMEX, in the roles of Chief Financial Officer, Treasurer, and Corporate Secretary. During her tenure in the resource sector, Terese has accumulated an extensive background in corporate and financial reporting and compliance for Canada and the United States, including particularly relevant experience in financings, treasury, international corporate structures and financial reporting in Mexico, Peru, Chile, Argentina and Zimbabwe.
William Lindqvist, Ph.D. Geology, Director
Dr. Lindqvist has over 35 years of international mineral exploration experience and has directed and participated in several major gold deposit discoveries across a broad spectrum of geologic terrains. Dr. Lindqvist's previous discovery experience includes; the Gosowong Bonanza gold deposit in Indonesia, Chimney Creek, Mule Canyon, Ruby Hill and the Gold Hill deposits in Nevada, Mesquite gold deposit in California, Shafter silver deposit in Texas, Ortiz gold deposit in New Mexico, Extensions of Eskay Creek gold-silver deposit in BC., Jeronimo Gold Manto deposit in Chile and Arenal Deeps deposit in Uruguay. Dr. Lindqvist is presently a director of Luna Gold Corp, Andean Gold Ltd. and Damara Gold Corp. In the past, he served as the Vice President of Exploration for Homestake Mining Company, and as the Executive General Manager of Exploration for Newcrest Mining Limited. Dr. Lindqvist has a Ph.D in Applied Geology from the Royal School of Mines in London, and is a member of the Aus IMM, SEG, and AIME.
Elston Johnston, P.Eng., Director
Elston Johnston received a Bachelor of Science in Electrical Engineering (BScEE) degree from the University of New Brunswick in 1976. He is a Registered Professional Engineer in the Canadian provinces of British Columbia, Alberta and Saskatchewan and for the past 13 years he has been President and owner of a successful consulting engineering company located in Vancouver, B.C. He has been involved with business and industry worldwide both as a consulting engineer and as an entrepreneur. Mr. Johnston has been a major shareholder of numerous public companies and has served as Director, President, CEO and CFO of several TSX and TSX-V listed companies. For more than 15 years he has been involved as a consultant to and financier of junior public companies.
Technical information in this release has been reviewed and/or prepared by Charles J. Greig, M.Sc. P.Geo. who is a qualified person in accordance with Canadian regulatory requirements set out in National Instrument 43-101.
All information contained in this news release with respect to 88 Capital and GRR was supplied by the respective parties for inclusion herein and each party and its directors and officers have relied on the other party for all information concerning the other party contained herein.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and GRR shareholder approval. The transaction cannot close until the required shareholder and regulatory acceptance is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
On behalf of the Board,
88 Capital Corporation
Elston Johnston, P.Eng
Director & C.E.O
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 88 Capital Corp. 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 news release.