Bling Capital Corp. Announces the Signing of an LOI to Acquire A Material Interest in Mineral Exploration Properties Situated in the Yukon Territory to Satisfy as Qualifying Transaction
March 04, 2010 1:42 PM
CALGARY, ALBERTA--(Marketwire - March 4, 2010) -
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.
Bling Capital Corp.(the "Corporation") (TSX VENTURE:BLI.P) is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") dated March 3, 2010, with BCGold Corp. ("BCGold"), whereby the Corporation proposes to acquire a material interest in certain mineral exploration properties (the "Toe Property") located in the Yukon Territory (the "Option").
The Corporation is a capital pool company and intends for the Option to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Option is an arm's length transaction and upon completion thereof, it is expected that the Corporation will be a Tier 2 Mining Issuer.
BCGold is a public corporation, incorporated under the Business Corporations Act (British Columbia) listed on the Exchange under the symbol "BCG".
Highlights of the Option
Pursuant to the terms of the Letter of Intent, subject to completion of satisfactory due diligence, a definitive option agreement (the "Definitive Agreement"), the satisfaction of certain closing conditions customary to transactions of the nature of the Option and receipt of applicable regulatory approvals, the Corporation intends to acquire from BCGold an irrevocable option to earn and acquire up to an undivided seventy (70%) percent interest in the Toe Property. The Option shall be fully exercised by The Corporation in the following manner: (i) the issuance to BCGold of a total of 400,000 common shares of the Corporation over a period of three (3) years, in the manner described below; (ii) the payment to BCGold of a total of $250,000 over a period of four (4) years, in the manner described below; (iii) the Corporation incurring Exploration Expenditures of $2,000,000 over a period of four (4) years in the manner described below; and (iv) the completion of a Feasibility Study, in the manner described below.
----------------------------------------------------------------------------
Cash Common Exploration Interest
Payments Shares Expenditure Earned
----------------------------------------------------------------------------
Execution Date of
Definitive Agreement $25,000 100,000
----------------------------------------------------------------------------
On or Before June 1, 2010 Nil Nil $200,000
----------------------------------------------------------------------------
On or Before August 1, 2010 Nil Nil $150,000
----------------------------------------------------------------------------
On or Before June 1, 2011 $25,000 100,000 $350,000
----------------------------------------------------------------------------
On or Before June 1, 2012 $35,000 100,000 $650,000
----------------------------------------------------------------------------
On or Before June 1, 2013 $65,000 100,000 $650,000 50%
----------------------------------------------------------------------------
On or Before June 1, 2014 $100,000 Nil Nil 60%
----------------------------------------------------------------------------
Total $250,000 400,000 $2,000,000 60%
----------------------------------------------------------------------------
7 Years After Execution Date to Complete Feasibility Study 70%
----------------------------------------------------------------------------
Subject to the cash payments and issuance of common shares as described above, the Corporation shall be entitled to earn and receive a fifty (50%) percent undivided interest in the Toe Property upon the Exploration Expenditures reaching $1,000,000, a sixty (60%) percent undivided interest in the Toe Property upon the Exploration Expenditures reaching $2,000,000 and a seventy (70%) percent undivided interest upon the completion of the Feasibility Study.
Pursuant to the terms of the Letter of Intent, BCGold will be appointed as initial operator of the Toe Property during the term of the Option and shall be entitled to charge a fee equal to 10% of Exploration Expenditures before deduction of such fee related to such Exploration Expenditures until the Corporation has earned a fifty (50%) percent interest in the Toe Property.
BCGold's interest in the Toe Property is subject to a 1.75% net smelter royalty ("NSR") in favour of a third party, of which 1.25% can be purchased for consideration of $1.5 million. Anytime following the exercise of the Option, the Corporation may pay its proportionate joint venture interest share of $1.5 million to reduce the NSR to 0.50%. BCGold will also be entitled to retain a 0.75% NSR on all minerals produced from the Toe Property upon commencement of commercial production. The definitive terms of the NSR will be contained in a net smelter royalty agreement to be entered into by the parties upon execution of the Definitive Agreement.
At this point in time it is not anticipated that the Corporation will need to conduct any financing concurrently with the execution of the Option.
The Property
The approximately 1587 hectare Toe Property is located within the Yukon Plateau, approximately 90 km northwest of Carmacks, which is 175 km north of Whitehorse, Yukon Territory.
The Toe Property lies within the central portion of the Carmacks copper-gold belt, 7 km north and along trend with Capstone Mining Ltd.'s Minto copper-gold mine. The Toe Property is the largest and most advanced of BCGold's 6 properties north of Minto mine. Work on the property to date includes an airborne magnetic and radiometric geophysical survey, an MMI soil survey covering approximately 15% of the property, and a 15 line km induced polarization survey. It is anticipated that a subsequent press release with details describing the Toe Property will be disseminated in due course and that technical report regarding the Toe Property in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Properties will be submitted to the TSX Venture Exchange Inc. as supporting documentation in connection with obtaining regulatory approval of the Corporation's Qualifying Transaction.
Insiders of Bling after the Qualifying Transaction
Kevin Nephin, President, Chief Executive Officer and Director: Mr. Nephin has over 25 years experience in the investment industry. His experience includes 13 years as an Investment Advisor, primarily focused on mining and exploration companies. He was a Director and Vice-President of Parklane Mines and Minerals, Founder, Director and Executive Vice-President of Micrologix Biotech.
Stuart W. Peterson, Chief Financial Officer and Director: Mr. Peterson obtained his Bachelor of Commerce in 1978 from University of Calgary and obtained his Chartered Accountant designation from the Canadian Institute of Chartered Accountants in 1982, at which time he co-founded a public practice that he now operates under the name PROACT Chartered Accountants. PROACT Chartered Accountants prepares financial statements, regulatory filings for small to medium sized companies and financial statements for public companies.
Marc J. Stachiw, Director: Mr. Stachiw is the Vice President of Alberta Wind Energy Corporation, a privately owned wind power developer headquartered in Calgary, Alberta. He holds a Masters Degree in Business Administration from the Haskayne School of Business, a Bachelors Degree from the University of Saskatchewan, the Canadian Investment Management (CIM) designation, and is a CFA charterholder.
Russ Hammond: Mr. Hammond was educated at St. Catherines College, Cambridge, where he obtained a Bachelors' degree in Economics. Previously, he was Managing Director of Greenwell-Montagu Securities, London, England. Mr. Hammond has been Non-Executive Chairman of Terrenex Option Corp. and is a Non-Executive Director of Questerre Energy Inc. and Tethys Petroleum Limited. Mr. Hammond is an insider of the Corporation.
Sponsor
Sponsorship of a qualifying transaction of a Capital Pool Company is required by the Exchange unless exempt in accordance with Exchange policies. The Corporation is currently reviewing the Exchange requirements for a sponsorship and intends to comply with the policies of the Exchange after discussions with the Exchange regarding sponsorship, although, it is anticipated that the Corporation will be eligible for the applicable exemptions related to sponsorship.
Conditions of the Option
Completion of the Option is subject to a number of conditions including, but not limited to, evidence that the Property is a "Qualifying Property" as such term is defined in the policies of the Exchange, the satisfaction of the Corporation and of BCGold in respect of certain due diligence investigations to be undertaken by each party, the completion of conditions customary to transactions of the nature of the Option, Exchange acceptance and, if required by Exchange policies, shareholder or majority of the minority shareholder approval. Where applicable, the Option cannot close until the required shareholder approval is obtained and there can be no assurance that the Option will be completed as proposed or at all.
The Corporation's shares are currently listed for trading on the Exchange. In accordance with Exchange policy, however, the Corporation's shares are currently halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Option.
The Corporation will provide further details in respect of the Qualifying Transaction, in due course by way of press release.
Cautionary Statements
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into the Definitive Agreement, the terms and conditions of the Option, including securities of the Corporation to be issued, completion of the technical reports, Exploration Expenditures and the Feasibility Study. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the Option being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; completion of satisfactory due diligence; the structure of the Option being the most tax efficient way of completing the Option; no unforeseen circumstances with respect to the technical report that would cause delay while the parties rectified deficiencies. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required directors' and shareholders' approval to the Option; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
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 Option, any information released or received with respect to the Option 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.


























