Sagittarius Capital Corporation (TSX VENTURE:SCX.H) ("Sagittarius"
or the "Company"), a capital pool company, announces the outcome of
voting at its October 13, 2011, Annual General Meeting ("AGM"); the
resignation of long-time board member, Thomas Vukovich; and an
amended and restated LOI with Alpaca Resources Inc. ("Alpaca"), a
non-reporting issuer incorporated under the laws of the Province of
Ontario on March 10, 2010.
Highlights from the AGM:
With more than 95% of the eligible votes cast at the meeting
voting with management, Sagittarius:
-- Re-appointed Collins Barrow Toronto LLP as auditors of the Company;
-- Elected Robin Sundstrom, Gary Hokkanen, Maurice Colson, Thomas Vukovich,
Brian Illion, and Jim Macpherson as directors of the Company;
-- Ratified and approved the Company's 10% rolling stock option plan;
-- Ratified and approved the 1.4:1 share consolidation outlined in the
Management Information Circular in preparation for the closing of its
Qualifying Transaction with Alpaca Resources Inc.;
-- Passed the special resolution to change the Company's name to Cave Creek
Minerals Inc.
Note, the name change and share consolidation will not come into
effect until the Company has closed its Qualifying Transaction with
Alpaca.
Subsequent to the AGM:
Mr. Thomas Vukovich submitted his resignation from the
Sagittarius Board of Directors effective October 14, 2011. The
Board thanks Mr. Vukovich for his service and wishes him well in
his future endeavours.
Amended and Restated LOI:
On September 1, 2010, the Company and Alpaca entered into an
arm's-length binding letter agreement (as amended and restated on
July 27, 2011) in connection with negotiating a transaction to
effect a business combination of the Company and Alpaca. On October
25, 2011, the LOI was further amended to include Cave Creek
Precious Metals Inc. ("CCPM"), a non-reporting issuer incorporated
under the laws of the Province of Ontario on October 25, 2011, as a
party. The highlights of the Amended and Restated LOI are as
follows:
-- Sagittarius agrees to incorporate a wholly owned subsidiary ("SubCo") to
amalgamate with Alpaca upon the Closing of the Qualifying Transaction.
For every two (2) Alpaca shares, the Alpaca shareholder shall receive
one (1) post-consolidation Sagittarius share, valued at $0.35; all
outstanding Alpaca warrants, options and broker warrants shall receive
Sagittarius warrants, options, and broker warrants at the same ratio as
described above.
-- Sagittarius agrees to incorporate a wholly owned subsidiary ("Gold
SubCo") to amalgamate with CCPM upon the Closing of the Qualifying
Transaction. For every one (1) CCPM share, the CCPM share holder shall
receive one (1) post-consolidation Sagittarius Share, valued at $0.35;
all outstanding CCPM warrants, options and broker warrants shall receive
Sagittarius warrants, options, and broker warrants at the same ratio as
described earlier in this paragraph.
-- In order to create a separate gold focused division of the resulting
issuer, CCPM will buy Cave Creek Gold Corp., a wholly owned subsidiary
of Alpaca which holds the option to acquire the Iron Butte gold
property, on terms to be agreed with the purchase price to be based on
an independent third-party valuation.
-- CCPM shall complete a financing (the "QT Financing") concurrently with
the completion of the Qualifying Transaction in order to meet the
minimum listing requirements of the Exchange for gross proceeds of a
minimum of $3.3 million to a maximum of $6 million (see terms more fully
described below under the heading "The QT Financing").
-- Upon the completion of this series of transactions, which will
constitute the Sagittarius Qualifying Transaction, both Alpaca and CCPM
will be wholly owned subsidiaries of the Company.
The QT Financing:
CCPM shall complete the QT financing concurrently with the
completion of the Qualifying Transaction for gross proceeds of a
minimum of $3.3 million to a maximum of $6 million. The QT
financing is expected to be priced at $0.35 per unit, with each
unit comprised of one (1) CCPM share and one half of one CCPM
warrant, with each whole CCPM warrant exercisable into one (1) CCPM
share at an exercise price of $0.50 for a period of twenty-four
(24) months from the date of issuance, subject to acceleration in
certain circumstances.
Pursuant to a restated engagement letter with Canaccord Genuity
Corp. ("Canaccord") and Foundation Markets Inc. ("FMI") dated
November 7, 2011, Canaccord and FMI will act as co-agents on the QT
Financing and receive a cash commission equal to 8% of the funds
raised and broker warrants equal to 8% of the units sold in the QT
financing. Each broker warrant is comprised of one (1) CCPM share
and one half of one CCPM warrant, with each whole CCPM warrant
exercisable into one (1) CCPM share at an exercise price of $0.50.
Each broker warrant is exercisable at $0.35 for a period of
twenty-four (24) months from the date of issuance. In consideration
for Canaccord providing fiscal advisory services including a
sponsorship report to the TSX Venture Exchange, it shall also
receive a cash fee of $40,000 and 100,000 units under the QT
Financing.
Pursuant to the financial advisory agreement between Alpaca and
Foundation Opportunities Inc. ("FOI"), a sister company to FMI,
Alpaca shall pay to FOI a consulting fee equal to 1% plus
applicable taxes of the funds raised under the QT financing except
on any funds sourced directly by FMI. Alpaca shall also pay to FOI
a success fee of $85,000 upon the completion of the Qualifying
Transaction.
Principal Shareholders and Select Financial Information of
Alpaca
The principal stakeholders of Alpaca is Foundation Financial
Holdings Corp. ("FFHC"), which owns and operates a Toronto-based
Merchant Bank and Exempt Market Dealer, that owns beneficially,
directly or indirectly, or exercises control or direction over
approximately 10.33% of the Alpaca Shares. FFHC is controlled by
Jeremy Goldman (of North York, Ontario), Yannis Banks (of Toronto,
Ontario) and The Goomie Trust, a trust formed under the laws of the
Province of Ontario, whom together hold a 95% interest in FFHC.
As of June 30, 2011, Alpaca had total assets of $2,961,462,
total liabilities of $1,943,120, and a working capital deficiency
of $456,820.
Principal Shareholders and Select Financial Information of
CCPM
The principal stakeholder of CCPM is its sole director and
Officer Chris Hazelton (of Barrie, Ontario), that owns one CCPM
share, being all of the issued and outstanding shares of CCPM.
CCPM is a newly incorporated company and as such, there is no
material financial information available at this time.
The Amended and Restated LOI and a draft filing statement have
been submitted to the TSX-V for their review and consideration.
Management looks forward to the completion of this transaction.
Post-Closing Pro Forma Capital Structure:
Upon the closing of the Qualifying Transaction and assuming the
completion of the maximum QT Financing, the pro forma capital
Structure of the resulting issuer shall be as follows:
-- 56,716,372 post-consolidation Company shares (2,992,857 post-
consolidation Company shares to exchange for 4,190,000 pre-consolidation
Company shares; 36,480,658 post-consolidation Company shares to exchange
for 72,961.316 Alpaca shares; 17,142,857 post-consolidation Company
shares to exchange for 17,142,857 CCPM shares issued under the maximum
QT Financing; 100,000 post-consolidation Company shares to exchange for
100,000 CCPM shares issued to Canaccord pursuant to the Canaccord
engagement letter);
-- 19,338,654 post-consolidation Company warrants (10,717,226 post-
consolidation Company warrants to exchange for 21,434,451 Alpaca
warrants; 8,571,429 post-consolidation Company warrants to exchange for
8,571,429 CCPM warrants issued under the maximum QT Financing; 50,000
post-consolidation Company warrants to exchange for 50,000 CCPM warrants
issued to Canaccord pursuant to the Canaccord engagement letter);
-- 2,991,121 post-consolidation Company broker warrants (1,619,693 post-
consolidation Company broker warrants to exchange for 3,239,385 Alpaca
broker warrants; 1,371,429 post-consolidation Company broker warrants to
exchange for 1,371,429 CCPM broker warrants issued under the maximum QT
Financing); and
-- 2,622,500 post-consolidation Company options (335,000 post-consolidation
Company options to exchange for 469,000 pre-consolidation Company
options; 2,287,500 post-consolidation Company options to exchange for
4,575,000 Alpaca options).
About Alpaca Resources Inc.
Alpaca is a Canadian junior exploration company with advanced
exploration stage gold and copper properties in the Western United
States. Alpaca's gold portfolio consists of the Iron Butte project
in Lander County, Nevada, approximately 8 miles south of the
Cove-McCoy mine, which produced 3.4 million ounces of gold and over
110 million ounces of silver. Extensive historical drilling has
been done on the Iron Butte property. Alpaca's objective is to
define an NI 43-101 compliant resource. Alpaca's copper portfolio
consists of the Hill Copper project located in Cochise County,
Arizona.
About Sagittarius Capital Corporation
The Company is a NEX-listed company and was formerly classified
as a Capital Pool Corporation as defined in the TSX Venture
Exchange Policy 2.4. The Company's principal business is the
identification and evaluation of assets or businesses with a view
to completing a Qualifying Transaction within the meaning of
Exchange policies.
In accordance with the Exchange policies, the Common Shares are
currently halted from trading, and it is intended that they will
remain halted until completion of the Qualifying Transaction.
"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.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Forward-Looking Statements
This press release contains "forward-looking information", as
such term is defined in applicable Canadian securities legislation.
There can be no assurance that such information will prove to be
accurate or that management's expectations or estimates of future
developments, circumstances or results will materialize.
Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information in
this press release is made as of the date of this press release,
and Sagittarius disclaims any intention or obligation to update or
revise such information, except as required by applicable law.
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 press release.
Neither TSX Venture Exchange Inc. nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange Inc.) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: For Sagittarius Capital Corporation: Robin Sundstrom
President (647) 822-8111robin@ironsideir.com For Alpaca Resources
Inc.: Yannis Banks CEO (416)
777-6169ybanks@foundationmarkets.com
Sagittarius Capital Corp (TSXV:SCX.H)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Sagittarius Capital Corp (TSXV:SCX.H)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024