Market Overview

Foxpoint Capital Corp. Announces Signing of Acquisition Agreement


TORONTO, ONTARIO--(Marketwire - Nov. 5, 2012) -


Foxpoint Capital Corp. ("Foxpoint") (TSX VENTURE:FXC.H), a capital pool company listed on the NEX board (the "NEX") of the TSX Venture Exchange (the "Exchange") is pleased to announce its signing of an acquisition agreement (the "Acquisition Agreement") whereby Foxpoint will acquire by means of amalgamation involving 2308800 Ontario Inc. ("Foxpoint Subco", a wholly-owned subsidiary of Foxpoint), all of the issued and outstanding common shares (the "Telegraph Shares") in the capital of Telegraph Gold Inc. ("Telegraph") (the "Transaction").

Foxpoint, Foxpoint Subco and Telegraph terminated an initial acquisition agreement, which was previously announced on January 23, 2012 (the "Initial Acquisition Agreement"). On September 6, 2012, Telegraph completed the acquisition of the Castle Mountain venture. Due to this acquisition and changes in the circumstances with respect to Foxpoint and Telegraph, it was decided that it was in the best interests of both parties to terminate the Initial Acquisition Agreement. The Acquisition Agreement reflects the new circumstances referred to above, including, among other things, Telegraph's recent acquisition of the Castle Mountain venture and the elimination of a share consolidation of Foxpoint.

Prior to closing of the Transaction, the Acquisition Agreement contemplates Telegraph completing a financing to raise gross proceeds of a minimum of $500,000 and up to $15,000,000 (the "Telegraph Financing").

The Transaction, if completed, will be structured as a three-cornered amalgamation (the "Amalgamation") and is intended to constitute Foxpoint's "Qualifying Transaction", as such term is defined pursuant to Exchange Policy 2.4. Upon completion of the Transaction, all of the issued and outstanding Telegraph Shares (including those issued pursuant to the Telegraph Financing) will be exchanged for common shares (the "Foxpoint Shares") in the capital of Foxpoint. Each shareholder of Telegraph (each, a "Telegraph Shareholder") will receive one Foxpoint Share in exchange for each Telegraph Share (the "Exchange Ratio"). All convertible securities in the capital of Telegraph, including common share purchase warrants and all outstanding options to purchase Telegraph Shares, will be exchanged for convertible securities of Foxpoint in accordance with the Exchange Ratio. The precise number of securities to be issued by Foxpoint to acquire Telegraph is unknown at this time and will depend on the final size and terms of the Telegraph Financing.

Upon or immediately prior to completion of the Transaction, Foxpoint's name will be changed (the "Name Change") to "Telegraph Gold Corp." (the "Resulting Issuer"). The entity resulting from the Amalgamation will be a wholly-owned subsidiary of the Resulting Issuer, which will own, directly or indirectly, all of the mining claims that comprise the Telegraph Gold Project and Castle Mountain Project (as defined below), as well as the Mt. Vernon claims. Shareholder approval for the name change was obtained at Foxpoint's annual and special meeting of shareholders (the "Foxpoint Shareholders") on March 14, 2012. In connection with the Transaction, Foxpoint will apply for the Resulting Issuer to be listed on the Exchange as a Tier 1 mining issuer.

Foxpoint will hold a special meeting of Foxpoint Shareholders (the "Meeting") to vote on the Transaction (the "Transaction Resolution"). The Transaction Resolution must be approved by an affirmative vote of a simple majority of the votes cast by Foxpoint Shareholders present in person or by proxy in respect of the Transaction Resolution at the Meeting, excluding the votes of Fraser Buchan and Robert Buchan, who are related parties, and whose 1,450,000 common shares of Foxpoint will be excluded from the vote. Telegraph Shareholder approval of the Amalgamation will also be obtained at a special meeting of Telegraph Shareholders.

The Transaction remains subject to satisfaction or waiver of conditions set out in the Acquisition Agreement, including the following: (i) approval of the Transaction by Foxpoint Shareholders; (ii) approval of the Amalgamation by Telegraph Shareholders; (iii) conditional approval of the Transaction by the Exchange; (iv) receipt of all required or desirable regulatory approvals, consents and waivers; (v) completion of the Telegraph Financing; and (vi) compliance with all other applicable regulatory requirements and conditions. As of the date of this press release, Foxpoint Shareholder approval of the Name Change and the election of the board of directors of the Resulting Issuer have been obtained.

About Foxpoint and Foxpoint Subco

Foxpoint was incorporated on December 16, 2009 under the laws of the Province of Ontario and is a capital pool company under the Exchange Policies. Foxpoint's sole business since incorporation has been to investigate business opportunities with a view to completing a "Qualifying Transaction".

Foxpoint Subco was incorporated on December 8, 2011 under the laws of the Province of Ontario and is wholly-owned by Foxpoint. Foxpoint Subco has not carried on any business to date and was incorporated for the purpose of implementing the Transaction.

About Telegraph

Telegraph was incorporated on January 29, 2010 under the laws of the Province of Ontario. Telegraph is the owner of mining claims in Sierra County, California comprised of the following: (i) a 100% earn-in option related to the Telegraph claims (1,900 acres, including the past producing Telegraph Mine 100%) (the "Telegraph Claims"), (ii) the Excelsior claims (1,070 acres, including the past producing Monte Cristo Mine) (the "Excelsior Claims", collectively with the Telegraph Claims, the "Telegraph Gold Project"), and (iii) the Mt. Vernon claims (140 acres).

The Telegraph Gold Project is located in the Mother Lode Gold district of Sierra County in Northern California. The Telegraph Mine is fully permitted for underground rehabilitation and underground exploration drilling. Telegraph has the exclusive option to earn a 75% interest in the Telegraph Claims by completing $4,730,000 in project expenditures and making payments of $3,600,000 to the vendor by 2015. Telegraph can earn an additional 25% by completing a feasibility study, issuing an additional payment of $6,500,000 in either cash or stock, and providing a 2% net smelter royalty.

Telegraph has also purchased 100% ownership of the Castle Mountain venture, a California general partnership, which owns the Castle Mountain property in San Bernardino County, California (the "Castle Mountain Project"). The Castle Mountain venture land holdings (7,458 acres total) include patented claims (1,298 acres), and unpatented claims (3,209 acres), covering approximately 4,507 acres, plus additional leased claims of approximately 2,951 acres.

Based on Telegraph's June 30, 2012 unaudited financial statements, prepared in accordance with International Financial Reporting Standards, for the three and six months ended June 30, 2012, Telegraph had no revenues and a net loss and comprehensive loss of $40,422 and $64,373, respectively. Telegraph's total assets and liabilities were $7,688,824 and $7,744,638, respectively, as at June 30, 2012. Audited and unaudited financial information for Telegraph will be provided in the materials to be prepared by Foxpoint in connection with the Meeting.

Velasquez Spring, P.Eng., Senior Geologist, is the Qualified Person in accordance with National Instrument 43-101 responsible for the technical content of this press release as it relates to the Telegraph Gold Project and has reviewed and approved it accordingly. Mr. Spring is an independent consultant contracted by Telegraph.

Thomas Temkin, CPG, Consulting Geologist, is the Qualified Person in accordance with National Instrument 43-101 responsible for the technical content of this press release as it relates to the Castle Mountain Project and has reviewed and approved it accordingly. Mr. Temkin is an independent consultant contracted by Telegraph.

Proposed Management and Board of Directors of the Resulting Issuer

The following individuals are expected to be Insiders (as defined in the Exchange Policies) of the Resulting Issuer:

Gordon McCreary (Toronto, Ontario), President, Chief Executive Officer and Director - Mr. McCreary currently serves as a Director of Northern Iron Corp., Probe Mines Limited and McChip Resources Inc. From May 2004 to March 2010, Mr. McCreary was Chief Executive Officer of Baffinland Iron Mines Corporation. From June 1993 to May 2004, Mr. McCreary was Vice President of Kinross Gold Company with responsibility for investor relations and corporate development. Before joining Kinross upon its formation in 1993, he was Vice President of Dundee Bancorp Inc. and Investment Analyst with its affiliate International Corona Corporation from 1989. Prior to 2004 when he joined Baffinland, Mr. McCreary has worked almost exclusively in the gold business for over 20 years with prior experience in the base metals, coal and industrial minerals. Mr. McCreary has a B.Sc. degree in Mining Engineering (1974) and an MBA (1978), both from Queen's University.

Brian Morales (Toronto, Ontario), Chief Financial Officer - Mr. Morales currently serves as Chief Financial Officer of several publicly-traded exploration and development companies, including Touchstone Gold Limited and Angus Mining Inc. He previously served as Chief Financial Officer of Elgin Mining Inc. and also previously held a finance position with Kinross Gold Corporation and was employed in equity research with Credit Suisse Securities (Canada) Inc., covering the precious metals sector. Mr. Morales holds a Bachelor of Business Administration from York University and is a Canadian Chartered Accountant.

Fraser Buchan (Toronto, Ontario), Vice-President, Corporate Development and Director - Mr. Buchan is President and Chief Executive Officer of Angus Mining Inc., an exploration stage company, since September 2010, and is a director of Touchstone Gold Limited. He was previously Vice President Corporate Development at Elgin Mining Inc. (formerly Phoenix Coal Inc.), from February 2009 until April 2011. Prior to that, he worked in institutional sales with GMP Europe LLP, an investment dealer from October 2007 to February 2009 and with GMP Securities LLP, an investment dealer from May 2006 to October 2007. Mr. Buchan earned a BA in Economics from McGill University in 2006.

Kevin Bullock (Toronto, Ontario), Director - Mr. Bullock is a registered Professional Mining Engineer in the province of Ontario and received his engineering degree from Laurentian University in Sudbury, Ontario. Mr. Bullock is the founding President of both Volta Resources Inc. and Goldcrest Resources Ltd. and has been Chief Executive Officer of both companies since each company's inception in 2002 and 2003, respectively. Mr. Bullock has over 23 years experience, at senior levels, in mining exploration, mine development and mine operations and has completed several exploration and mining projects, both in North America and abroad, including projects in Mexico, Sweden, and West Africa, where he was Iamgold Corporation Ltd.'s General Manager. From November 2001 until June 2003, he was Vice President, Operations for Kirkland Lake Gold Ltd.

Greg Lipton (Toronto, Ontario), Director - Mr. Lipton is a registered Professional Geoscientist with the Association of Professional Geoscientists of Ontario (APGO) and a long time member of the Prospectors and Developers Association of Canada. He has more than 33 years of field experience in international exploration for base metal, precious metal, diamond, and industrial mineral deposits, most of which was with BHP Billiton Plc and Utah International, Inc. as a Senior Geologist. Mr. Lipton has worked many and varied geologic environments including porphyry, epithermal, VMS, MVT, BHT, and Sedex types in North, Central, and South America, Africa, Australia, Southeast Asia, and the Middle East. Mr. Lipton has held his current position as President, Chief Executive Officer and a director of Metallum Resources Inc. (formerly Young-Shannon Gold Mines Limited) since 2004.

Peter Olander (Reno, Nevada), Vice President Exploration and Chief Operating Officer - Mr. Olander holds a Masters degree in Geology from Eastern Washington University, and has over 25 years of experience as a Geologist, Project Manager, and Exploration Consultant. Most recently, Mr. Olander was employed by a private U.S. Company in evaluating gold property acquisitions. Mr. Olander has also worked with Kinross Gold Corporation, Placer Dome Inc., Majestic Diamonds and Metals Inc., and FMC Gold Company.

Andrew Powers (Toronto, Ontario), Secretary and Director - is a partner of Borden Ladner Gervais LLP. His law practice commenced in 2005 and focuses on corporate finance and mergers and acquisitions, with an emphasis on the mining and precious metals sectors. Mr. Powers is a member of the Prospectors and Developers Association of Canada and the Rocky Mountain Mineral Law Foundation. Mr. Powers holds a Bachelor of Arts (Honours) from York University, a Bachelor of Social Sciences from the University of Ottawa and a law degree from Queen's University.

Colin Sutherland (Toronto, Ontario), Director - Mr. Sutherland is a Chartered Accountant and has over 15 years experience in corporate finance, capital markets, and strategic initiatives. Mr. Sutherland has extensive experience in mergers and acquisitions and financing mineral exploration and development projects having been involved in mergers and acquisitions totalling approximately $1 billion and financings in excess of $500 million. Mr. Sutherland is currently Chief Financial Officer of Archipelago Resources plc. He was Chief Financial Officer for Timmins Gold Corporation (May 2011 to April 2012), President of Capital Gold Corp. (August 2010 to April 2011), President and Chief Executive Officer of Nayarit Gold Inc. (May 2007 to August 2010) and Chief Financial Officer of Aurico Gold Inc. (August 2004 to May 2007).

Darin Wagner (Toronto, Ontario), Director - Mr. Wagner is a Professional Geologist with 20 years of exploration and corporate development experience. Early in his career, Mr. Wagner was a project geologist and manager for Noranda Inc. (now Xstrata plc) and Cominco Ltd. (now Teck Resources Limited). In 1999 Mr. Wagner became Vice-President, Exploration for New Millennium Metals Corp. which was successfully merged with Platinum Group Metals Ltd. in 2002. Mr. Wagner served as Exploration Manager for Toronto Stock Exchange listed Platinum Group Metals Ltd. through the acquisition, discovery and initial delineation of the multi-million ounce West Bushveld PGE deposit in South Africa. Mr. Wagner became President of Sydney Resource Corp. in 2005 and helped engineer the successful merger with Band Ore Resources to form West Timmins Mining Inc. in 2006. He then served as a President, Chief Executive Officer, director and Qualified Person for West Timmins Mining Inc. until its acquisition by Lake Shore Gold Corp. in 2009. Mr. Wagner previously served as a director of Candente Gold Corp. (January 2010 to October 2011) and GTA Resources and Mining Inc. (January 2010 to July 2011) and currently acts as a technical and/or corporate advisor to several other publically listed resource companies including MAG Silver Corp. and Abzu Gold Ltd. Mr. Wagner is currently President, Chief Executive Officer and a Director of Balmoral Resources Ltd., a position he has held since April 2010. He has served as a Director of Druk Capital Partners Inc. since April 2010.

Mark Wayne (Toronto, Ontario), Director - After beginning his career practising corporate and securities law for seven years with Bennett Jones LLP, Mr. Wayne has been directly involved in the investment industry since 1987. Mr. Wayne founded and was President of AltaFund Investment Corp. from 1987 to 1991. He was Vice President of Altamira Management Ltd. for seven years from 1991 to 1998 and has played a key role in raising funds for a broad array of companies in several industries. Mr. Wayne has been involved with several other companies at either the officer or director level, including Antares Minerals Inc. (July 2004 to December 2010), Stem Cell Therapeutics Corp. (December 2004 to August 2010) and QGX Ltd. (August 2002 to September 2008). He is currently Chairman of the board of directors of Alamos Gold Inc., a position he has held since May 2005.

Proposed Telegraph Financing

The Acquisition Agreement contemplates Telegraph completing a financing to raise gross proceeds of a minimum of $500,000 and up to $15,000,000.

Effect of the Transaction

Following completion of the Transaction, the Resulting Issuer intends to carry on the business currently operated by Telegraph and its efforts will be directed at continuing to advance the exploration, development and future production activities at the Telegraph Gold Project and Castle Mountain Project. The net proceeds from the Transaction, including the Telegraph Financing, will be used to fund the recommended exploration programs for the Telegraph Gold Project and the Castle Mountain Project, respectively, as described in the circular, to pay for costs associated with the Transaction and the Telegraph Financing and for general working capital and corporate purposes.

Interests of Related Parties - Related Party Transaction

Although the Transaction is not considered to be a Non Arm's Length Qualifying Transaction within the meaning of Exchange Policy 2.4, it is considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 ("MI 61-101") since Fraser Buchan, currently the President, Chief Executive Officer and a director of Foxpoint, owns 2,333,333 Telegraph Shares (approximately 5% of the issued and outstanding Telegraph Shares) and Robert Buchan, a greater than 10% Foxpoint Shareholder, owns 500,000 Telegraph Shares (approximately 1% of the issued and outstanding Telegraph Shares). Collectively, Fraser Buchan and Robert Buchan own approximately 2,833,333 Telegraph Shares prior to giving effect to the Telegraph Financing. Fraser Buchan and Robert Buchan also each own 725,000 Foxpoint Shares (approximately 17% of the issued and outstanding Foxpoint Shares, respectively). As such, Minority Approval of the Transaction is required by Foxpoint Shareholders. After giving effect to the Transaction and the Telegraph Financing, Fraser Buchan and Robert Buchan will collectively own 4,283,333 shares of the Resulting Issuer.

Since Fraser Buchan, a director and officer of Foxpoint, holds Telegraph Shares and will receive securities of the Resulting Issuer as a result of the Transaction, the Transaction was approved by all of the members of the Foxpoint board of directors, with the exclusion of Mr. Buchan, who has disclosed his conflicting interests in the Transaction and refrained from voting thereon.

MI 61-101 provides that an issuer involved in a related party transaction or business combination must obtain formal valuation unless an exemption from the valuation requirement can be relied upon, and must obtain minority approval, as described in MI 61-101 (the "Minority Approval"), for the transaction, unless an exemption from the Minority Approval requirements can be relied upon. Pursuant to Exchange Policy 5.9 and paragraph 5.4(1)(b) of MI 61-101 an exemption from the valuation requirement for related party transactions is available to Foxpoint, as Foxpoint's securities are solely listed on the Exchange.

Following completion of the Transaction, to the best of the knowledge of the directors and executive officers of Foxpoint and Telegraph, there will be no persons or companies who will beneficially own, directly or indirectly, or exercise control or direction over, common shares in the capital of the Resulting Issuer carrying more than 10% of the voting rights attached to the common shares in the capital of the Resulting Issuer after giving effect to the Telegraph Financing and the Transaction.


Foxpoint intends to rely upon an exemption in Section 3.4 of Exchange Policy 2.2 from the requirement to have an application for listing in connection with a Qualifying Transaction sponsored by a member of the Exchange. However, there can be no assurance that Foxpoint will be able to obtain an exemption.

Information Circular

Foxpoint will prepare an Exchange-compliant information circular in conjunction with the Transaction, which will include, among other things, further information on Telegraph and summaries of the applicable National Instrument 43-101 - Standards of Disclosure for Mineral Projects reports.

Other Information and Updates

The Foxpoint Shares are currently listed for trading on the NEX; however, they have been halted from trading and will remain halted pending satisfaction of the Exchange's requirements. There can be no assurance that trading in the Foxpoint Shares will resume prior to the completion of the Transaction.

Cautionary Statements

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Foxpoint's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Foxpoint, Foxpoint Subco, Telegraph and the Resulting Issuer, the Telegraph Financing, the Transaction (including Foxpoint Shareholder approval, Exchange approval, the change of Foxpoint's name, and completion or termination thereof), the Amalgamation (including Telegraph Shareholder approval) and the board of directors and management of the Resulting Issuer upon completion of the Transaction. Such statements and information reflect the current view of Foxpoint with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks:

-- There can be no assurance that the Telegraph Financing will be
completed, as to the actual proceeds to be raised in connection with the
Telegraph Financing or as to the offering price to be realized. In
particular, the amount raised may be significantly less than the maximum
amount indicated if investors are not prepared to invest and may dictate
the offering price for Telegraph Shares or other securities of

-- There can be no assurance that the Foxpoint Shareholders will vote in
favour of the Transaction;

-- There can be no assurance that the Telegraph Shareholders will vote in
favour of the Amalgamation;

-- There can be no assurance that the approval of the Exchange required to
complete the Transaction will be obtained. Further, approval of the
Exchange may be conditional upon amendments to the transactions
disclosed herein; and

-- There can be no assurance that the conditions to closing required to
complete the Transaction will be satisfied.

There are a number of important factors that could cause Foxpoint's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors relating to the Telegraph claims include, among others, the timing and content of work programs, results of operation activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimates, receipt and security of mineral property titles, receipt of licenses to conduct mining activities, project cost overruns or unanticipated costs and expenses, fluctuations in metal prices and general market and industry conditions.

Foxpoint cautions that the foregoing list of material factors is not exhaustive. When relying on Foxpoint's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Foxpoint has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.


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 Transaction and associated transactions and has neither approved nor disapproved of the contents of this press release.

Foxpoint Capital Corp.
Fraser Buchan
President, CEO
(416) 640-1933

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