AccelRate Power Systems Inc. (TSX VENTURE: AXP)(FRANKFURT: KCG) is
pleased to announce that it has been granted an option (the
"Option") to acquire a 70% interest in the Lucky, Strike and AU
mineral claims (the "Property") from Cloudbreak Resources Ltd. (TSX
VENTURE: CDB)(FRANKFURT: C6K). The subject mineral claims are
located immediately west of Kinross' (formerly Underworld's) claims
in the Dawson Mining District of the Yukon, and are generally
collectively known as the "Lucky Strike" property. AccelRate's
acquisition of the Option will constitute a Change of Business
("COB") under the policies of the TSX Venture Exchange (the "TSXV")
and, as such, will be subject to acceptance by the TSXV as
described below under "Regulatory Matters". On completion of the
COB, AccelRate intends to become a pure gold explorer and to change
its name to "Goldstrike Resources Ltd."
Cloudbreak recently announced its acquisition of three
additional oil prospects, and now holds thirteen oil prospects.
Chapman Petroleum Engineering Ltd. has been engaged to complete
detailed reviews in final preparation for drilling. Cloudbreak's
principal focus going forward will be to drill and develop its oil
properties, and it has therefore determined to change its name to
"Petro One Energy Corp.", subject to acceptance by the TSXV.
Nonetheless, Cloudbreak recognizes the value of projects in the
Yukon and, for the time being plans to retain its 100% interest in
the BRC mineral claims, also located in the Yukon and also adjacent
to the Kinross property, and will retain a 30% interest in the
Lucky Strike claims on exercise of the Option by AccelRate
(Goldstrike Resources). Full details of the agreement terms are set
out below under "Transaction Terms". The agreement has been
structured to be non-dilutive to Cloudbreak and to provide it with
exposure at the ground level to a pure gold explorer that has an
aggressive growth strategy planned in this emerging new gold
district.
Information on the Target Assets and AccelRate
In a news release issued November 17, 2010, Cloudbreak reported
positive results from geophysical surveys over its Lucky Strike
properties, located 5 km east of the Kinross Golden Saddle deposit.
The survey revealed patterns of structures and anomalous potassium
that coincide with extensive gold trends discovered as a result of
reconnaissance soil geochemical surveys reported in Cloudbreak's
February 25, 2010 news release. The structural patterns closely
resemble those associated with the gold discoveries reported by
Kaminak on its Coffee Creek property, 30 km to the south, and by
Underworld on its 1.6 million ounce Golden Saddle and Arc
discoveries (now owned by Kinross). All of Cloudbreak's claims are
underlain by the same package of Devono-Mississippian metamorphic
rocks that host the Coffee Creek gold discoveries and the Golden
Saddle and Arc gold deposits. The Lucky Strike property is bordered
by claims owned by Kinross and Golden Predator to the north and
west, and by Shawn Ryan's Brew claims to the south.
The geophysical surveys show that the Lucky Strike property
covers part of a regional shear zone with a network of northwest
structures that enclose a zone of strongly potassic rocks. Similar
structures can be clearly seen on geophysical maps that cover
Kaminak's Coffee Creek property. Numerous linear gold soil
anomalies up to 6 km long with values up to 75 ppb are concentrated
within the potassic zone along well defined key northeast,
north-northeast and north-south trends up to 6 km long that are
interpreted as cross-cutting extensional structures as seen at
Coffee Creek. An historic 585.2 ppb gold soil sample taken by Shawn
Ryan 3 km west of the Lucky Strike property appears to be located
on the same northeast trend as a strong gold soil anomaly and an
associated geophysically indicated structure on Cloudbreak's
claims. The Lucky claims are less than 1 km from active placer
claims on Brewer Creek, and the property is bisected by a surveyed
placer baseline along Simmons Creek. High level Cretaceous
intrusions on and 1.5 km southwest of the Lucky claims could have
provided a source for both potassic alteration and gold in the
metamorphic rocks. These rocks belong to the same geologic package
that hosts the Kinross Golden Saddle deposit and the Kaminak Coffee
Creek discoveries.
Based on a compilation of all the positive results seen to date,
an exploration program of mechanized trenching and deep infill
auger drilling is recommended to confirm the source of the many
extensive gold soil anomalies coincident with key geophysically
indicated structures located on the Lucky Strike property.
The technical information in this news release has been reviewed
by Trevor J. Bremner, M.Sc., P.Geo., a qualified person for the
purposes of National Instrument 43-101.
On completion ("Closing") of the proposed acquisition of the
Option and resultant COB, AccelRate will commence the mineral
exploration business as a "Mining Issuer - Exploration" on Tier 2
of the TSXV Venture Exchange (the "TSXV"). AccelRate has arranged
to appoint Lawrence Dick, P. Geo., who is a qualified person in
respect of mineral exploration projects, to its Board of Directors
before Closing, and will make other changes it deems necessary or
desirable in connection with it proposed new business.
AccelRate currently carries on the business (the "Charger
Business") of licensing technology for the manufacture and sale of
high-speed battery chargers as a "Technology or Industrial Issuer"
on Tier 2 of the TSXV. On Closing, AccelRate will cease to carry on
the Charger Business and will transfer it to AccelRate's President
at its fair market value, to be established by a formal valuation,
in settlement of audited debt.
Transaction Terms
The Option has been granted to AccelRate by Cloudbreak pursuant
to agreement (the "Agreement") made November 23, 2010. Cloudbreak
and its principals are at arm's length from AccelRate and its
principals. The essential terms of the Agreement are as
follows:
1. To maintain and exercise the Option, AccelRate must:
(a) issue 2,000,000 common shares and 4,000,000 warrants to Cloudbreak on
Closing, and issue an additional 1,000,000 common shares on each of
the ensuing five anniversaries of the Closing date;
(b) pay a total of $500,000 to Cloudbreak in four annual installments
($50,000, $100,000, $150,000 and $200,000) on the second, third,
fourth and fifth anniversaries of the Closing Date;
(c) arrange for an exploration program costing not less than $300,000
during 2011 (such expenses to be incurred and paid by Cloudbreak from
flow-through funds raised in its recent private placement);
(d) deliver to Cloudbreak, not later than the sixth anniversary of the
Closing date, written notice of AccelRate's commitment to fund the
preparation of a feasibility study in respect of the Property or part
thereof, and deliver a Positive Feasibility Report to Cloudbreak
within two years after the date of such written notice.
All shares issued to Cloudbreak will be subject to a four month hold
period from their respective dates of issue. Each warrant will be
transferable and exercisable for five years after Closing to purchase one
share for $0.25. Any shares issued pursuant to the exercise of warrants
within four months after Closing will be subject to a four month hold
period after the Closing date. The warrants will be transferable and will
contain a term stipulating that they may not be exercised without the
prior consent of the TSXV if such exercise would make the person
exercising such warrants an "insider" of AccelRate as that term is
defined in the Securities Act (British Columbia). It is anticipated that
Cloudbreak will hold less than 10% of AccelRate's outstanding shares
following Closing.
2. AccelRate will transfer its Charger Business to the President of
AccelRate on Closing in satisfaction of AccelRate's remaining
indebtedness to the President, described under "Debt Settlements" below.
AccelRate will be required to obtain a NI 43-101 compliant
geological report on the Property to complete the COB. AccelRate
also plans to obtain a valuation of the Charger Business in
connection with the proposed disposition of the Charger Business,
as such transaction will be a "related party transaction" under
TSXV Policies. The Agreement includes other terms and conditions
considered standard for transactions of the nature described in
this news release, including formation of a Joint Venture upon
AccelRate earning its interest and a 5 kilometer area of interest
in favor of Cloudbreak. The 70% interest in the Property to be
earned by AccelRate, and Cloudbreak's interest, will be subject to
an underlying 3% net smelter returns royalty in favor of a previous
owner of the Property, which can be bought down to 2% for
$1,000,000.
Financing Requirements and Debt Settlements
To complete the proposed COB, AccelRate will be required to
eliminate significant indebtedness and raise sufficient funds to
carry out a recommended work program on the Property and to cover
its working capital requirements. AccelRate will eliminate the
majority of its indebtedness by disposing of its Charger Business
and intends to arrange one or more private placements to pay
remaining indebtedness and to cover its other financial
requirements. All shares issued pursuant to any financing will be
subject to a four month hold period.
Regulatory Matters
The proposed acquisition of the Option will constitute a Change
of Business under the policies of the TSXV. AccelRate has not
retained a sponsor in connection with the proposed transaction, and
will be requesting that the TSXV waive any requirement for
sponsorship.
Completion of the transaction is subject to a number of
conditions, including TSXV acceptance and, due to the proposed
disposition of the Charger Business, disinterested shareholder
approval. 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 Filing
Statement or Management Information Circular to be prepared in
connection with the proposed transaction, any information released
or received with respect to the Change of Business may not be
accurate or complete and should not be relied upon. Trading in the
securities of AccelRate should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Reimar Koch, President, AccelRate Power Systems Inc.
Peter Bryant, President, Cloudbreak Resources Ltd.
Neither 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.
Contacts: AccelRate Power Systems Inc. Reimar Koch President
(604) 688 8656 (604)688 8654 (FAX) info@accelrate.com Cloudbreak
Resources Ltd. Jeff Stuart (604) 566 9089 (604) 564 8003 (FAX)
info@cloudbreakresources.com www.cloudbreakresources.com
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