Trading Symbol: TSX-V: JSP
News Release No.
16-272-05
CALGARY, June 2, 2016 /CNW/ - Jasper Mining Corporation
("Jasper" or the "Company") (TSX-V:JSP) is pleased to
announce that it has entered into a letter of intent dated
May 16, 2016 (the "Letter of
Intent") with two arm's length private Alberta companies, Tacitus Ventures Corp.
("Tacitus") and Delfan Energy Resources Corp
("Delfan"), to acquire all the issued and outstanding common
shares of Tacitus and Delfan in an all-stock transaction that is
anticipated to be completed by way of Plan of Arrangement (the
"Transaction"). The Transaction will constitute a
reverse takeover under the rules and policies of the TSX Venture
Exchange ("TSXV"). The Transaction gives Jasper
exposure to scalable and economically attractive opportunities in
both the exploration and production of helium for industrial
customers and CO2 for enhanced oil recovery efforts in the United States.
The Transaction may also involve a concurrent
(brokered/non-brokered) private placement offering of common shares
in the capital of Jasper ("Jasper Shares") at a price of
$0.3482 for aggregate gross proceeds
of up to $3,000,000 (the "Private
Placement"). The gross proceeds of the Private Placement
will be used to provide operational and working capital. The
Transaction is expected to close prior to the end of August 2016 and is subject to the approval of the
shareholders of each of Jasper, Tacitus and Delfan and of the TSXV
and approved by the Court of Queen's Bench of Alberta.
For the purposes of the Transaction, the Company will have a
deemed value of approximately $4
million, Tacitus will have a deemed value of approximately
$4 million and Delfan will have a
deemed value of approximately $2
million.
Shareholders of each of Tacitus and Delfan will receive Jasper
Shares, at a deemed price of $0.3482
per Jasper Share in exchange for
each common share in the capital of Tacitus and Delfan,
respectively, held by such shareholder for aggregate deemed
consideration of approximately $6
million. It is expected that following the Transaction and
Private Placement, the Company will have 37,335,678 Jasper Shares
issued and outstanding and that former holders of shares in Tacitus
will hold 11,487,976 Jasper Shares and former holders of shares of
Delfan will hold 5,743,988 Jasper Shares.
The Letter of Intent contemplates material conditions precedent
to be fulfilled prior to there being a binding agreement between
the Company, Tacitus and Delfan, including customary due diligence,
the negotiation and execution of a definitive agreement and board
approvals being obtained. Until satisfaction of these and
other conditions precedent, the likelihood of closing the
Transaction is uncertain and trading in the securities of the
Company would be highly speculative. Completion of the
Transaction is subject to a number of conditions, including, but
not limited to the receipt of all necessary regulatory, corporate
and third party approvals, compliance with all applicable
regulatory requirements, satisfactory financing arrangements,
satisfactory retention of key employees and absence of material
adverse changes in the business, assets, condition, or prospects of
any of the parties to the Transaction. Further disclosure
concerning the terms and conditions of the Transaction, including
management, directors and advisors will be disclosed once the
conditions precedent have been fulfilled and a definitive agreement
is entered into.
Tacitus is an exploration and development company that has
identified and acquired high concentration helium prospects in
the United States, uniquely
positioned to lead the North American marketplace in helium source
development. As existing sources of helium mature, the long
term market demand continues to grow as it is built-in to the
technology economy which includes electronics, healthcare,
aerospace and industrial uses.
Tacitus is controlled by three major shareholders, Gareth Roberts of Dallas, Texas, who holds approximately 50% of
the issued and outstanding shares of Tacitus ("Tacitus
Shares"), Jason Demers, of
Calgary, Alberta, who holds
approximately 24% of the Tacitus Shares and Michael Frey of Calgary, Alberta who holds approximately 22.5%
of the Tacitus Shares.
Delfan holds the rights on approximately 50,000 acres on the
Kevin Dome in Montana. Technical information regarding
Delfan's holdings in Montana will
be released in a subsequent news release.
Jasper has historically been an early stage mining corporation.
Its present mineral holdings include the Isintok property which is
prospective for copper, molybdenum, gold, silver and tungsten and
the Vowell Creek property which is prospective for lead, zinc and
silver. Management also believes that the Vowell Creek property may
contain commercial quantities of gold. In addition to Jasper's
present mineral holdings, Jasper holds fee simple interest to a 4
acre industrial property in the city of Cranbrook, British Columbia.
The strategy of Jasper going forward is to develop new sources
of helium in the short term while the Company continues to build
additional long term value from its present mineral
holdings.
"Jasper will become the only helium focused exploration and
development company to be publicly listed, offering exposure to a
high value industry that until now has been primarily controlled by
the U.S. Government and a small number of major industrial gas
companies", said Jasper President Gordon
Dixon. "I have a tremendous amount of confidence in
the team that has created this model and established the business
opportunities we are about to embark on together".
Tacitus' Chairman, Gareth
Roberts, who will take over as Jasper's new Chairman
following the closing of the Transaction, explains, "The helium
market is exciting, unique and in a state of structural flux that
has opened up a tremendous opportunity for us. Being able to
draw on the exploration and extraction methods developed in the
energy sector provides all the upstream expertise we need to be
successful in this space."
Following the Transaction, it is expected that the directors and
officers of Jasper will be as follows:
Gordon F. Dixon,
Q.C.
Director
Mr. Dixon is Chairman of the Board
and Chief Executive Officer of Jasper Mining Corporation and is in
private legal practice at Dixon Law in Calgary, Alberta. He obtained a Bachelor
of Arts from the University of Calgary
in 1965 with majors in Political Science, History and English and
an LLB from the University of Alberta
in Edmonton in 1968. He was
appointed a Queen's Counsel in 1992. From 1969 to 1994 he
practiced law with the Macleod Dixon law firm in Calgary as a partner. Mr. Dixon
developed the San Antonio gold
mine in Manitoba and was President
of New Forty-Four Mines Ltd. where he restored the property to gold
production in 1980. Mr. Dixon also developed a gold mining
property in Bolivia. He has been a director or an officer of
several other publicly traded companies in the oil and gas, mining
and financial fields. Mr. Dixon owns and operates Calaway
Park, Western Canada's largest
amusement park. He has developed several hundred residential
condominiums as a principal developer. For many years he was
a director and part owner of the Fernie Ski Hill until its sale in
1999. Mr. Dixon has been active in mining and oil and gas
exploration for 40 years.
Jason
Demers
Director and President and Chief Executive
Officer
Mr. Demers is a businessman and entrepreneur, having
started and subsequently selling an established engineering and
regulatory business in Calgary. Mr. Demers has spent the past
8 years building a private company primarily on the development of
a natural CO2 and helium resource in the
United States. This experience has helped Mr. Demers to gain
a unique understanding of helium market opportunities which has led
to taking a lead role in the creation of a unique helium resource
development model. Establishing the vision and a network of
technical, business and political contacts that support and
propagate the business model are foundational to his
achievements.
Gareth
Roberts
Director and Chairman of the
Board
Mr. Roberts has over 40 years of experience in the oil
industry working initially as a geologist for Texaco, Murphy Oil
and Coho Resources. He founded Denbury Management, Inc. in
1990, which subsequently became Denbury Resources, Inc. (TSE,
NYSE). Mr. Roberts was the President and Chief Executive
Officer of Denbury from 1992 to 2009 and served as a Director until
2011. He has served on the board of Genesis Energy Inc.
(NYSE) as Chairman and as a Director of Belden & Blake
Corp. He founded Petro Harvester Oil and Gas in 2011 and is
the current Chairman.
Mr. Roberts holds honors and master degrees in Geology from St.
Edmund Hall, Oxford University, where
he has been elected to an Honorary Fellowship. He has also
been elected to the Oxford Chancellors Court of Benefactors.
Michael
Frey
Director and Sr. Vice President Exploration
& Development
Mr. Frey is a graduate of the University of Alberta, with more than 25 years of
business, exploration and development activities in the oil and gas
industry. Mr. Frey has been involved in senior management and
oversight roles with both public and private companies overseeing
exploration and business development activities in Canada, the United
States and the United
Kingdom. Mr. Frey brings a fundamentals basis to identify
and acquire unique resource opportunities which provide significant
growth potential across diverse geological and economic
environments.
It is expected that two additional directors will be added to
the board of Jasper following the Transaction and that the Company
will appoint a Chief Financial Officer and Corporate Secretary
although no candidates have been selected at this time.
If and when such candidates are selected, the Company will issue
a subsequent news release in accordance with the policies of the
TSXV which will include the names and biographies of such
candidates, summary financial information of each of Tacitus and
Delfan as well as any additional information on the Transaction not
contained herein.
The trading of common shares of Jasper has been halted as a
result of this announcement and will remain halted pending receipt
by the TSXV of certain required materials from Jasper and until
Jasper engages a sponsor or a sponsorship exemption is
granted. The Company intends to apply for an exemption from
the sponsorship requirements of the TSXV in connection with the
Transaction. There is no assurance that such sponsorship
exemption will be granted or be granted on terms satisfactory to
the parties.
Cautionary Statements
Statements in this press release may contain forward-looking
information including in relation to the Transaction, the
conditions to closing of the Transaction, the Company's business
objectives, the sufficiency of the Private Placement to achieve
such objectives, and the availability of additional financing in
future. Any statements that are contained in this press
release that are not statements of historical fact may be deemed to
be forward- looking statements. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expects" and similar expressions. The reader
is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events
or circumstances may cause actual results to differ materially from
those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the
control of the Company. The reader is cautioned not to place
undue reliance on any forward-looking information. Such
information, although considered reasonable by management at the
time of preparation, may prove to be incorrect and actual results
may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. The forward-looking statements
contained in this press release are made as of the date of this
press release, and the Company does not undertake any obligation to
update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise, except as expressly required by securities
law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.
THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance, and, if
applicable pursuant to TSXV rules and policies, 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 Jasper should be considered highly speculative.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF
THE TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE
CONTENTS OF THIS PRESS RELEASE. NEITHER THE 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 PRESS
RELEASE.
SOURCE Jasper Mining Corporation