Vancouver, British Columbia /
ACCESSWIRE / May 1, 2014 /
Crazy Horse Resources Inc.
(TSXV: "CZH") ("Crazy
Horse"), announces it has entered into a Letter of
Intent dated April 29, 2014 ("Agreement") regarding a proposed
transaction (the "Transaction") with Ballyliffin
Capital Corp ("Ballyliffin"), a capital pool
company.
Ballyliffin and Crazy Horse
are at arm's length, and accordingly, the Transaction is not a
"Non-Arm's Length Qualifying
Transaction". As such, it is anticipated that the
approval of the shareholders of Ballyliffin will not be required
for the Transaction. Subject to any regulatory, director or other
approvals that may be required, the completion of satisfactory due
diligence by Ballyliffin and other conditions contained in the
Agreement, it is anticipated that the Transaction will involve an
amalgamation of Ballyliffin with Crazy Horse. Upon completion of
the Qualifying Transaction, it is expected that the resulting
amalgamated issuer will be listed on the Exchange as a Tier 1
mining issuer.
The
Transaction
Ballyliffin and Crazy Horse
will amalgamate in accordance with the Business Corporations Act
(British Columbia) to create a new company under the name
"Asia Arc Inc." ("Resulting
Issuer"). More
specifically,
the following
exchanges of securities will occur on the effective date of the
Transaction: (i) all outstanding common shares
of Ballyliffin, being 20,523,750, will be exchanged on a
one-for-one basis for common shares of the Resulting Issuer
("Resulting Issuer
Shares"), (ii) all outstanding common shares of Crazy
Horse, being 48,586,059, will be exchanged on a one-for-one basis
for Resulting Issuer Shares, (iii) all outstanding warrants to
purchase Crazy Horse common shares, being 13,000,000
("Warrants"),
will be exchanged on a one-for-one basis with Resulting Issuer
warrants to purchase Resulting Issuer Shares at an exercise price
of $0.075 and having an expiry date of February 18, 2017, and (iv)
all stock options to purchase common shares of
Crazy Horse will be cancelled.
Upon completion of the
Transaction, the Resulting Issuer will have 69,109,809 common
shares outstanding and 13,000,000 warrants at an
exercise price of $0.075 and having an expiry date of February 18,
2017.
The Resulting Issuer Shares
issuable pursuant to the Transaction will be issued at a deemed
issue price of $0.09 per share. It also anticipated that at
closing, the Resulting Issuer will grant options to acquire common
shares at a price of $0.09 per share to the directors, officers,
employees and consultants of the Resulting Issuer. Further details
will be provided in a subsequent news release.
About Crazy Horse Resources Inc.
Crazy Horse is a public
company listed on the Exchange as a Tier 1 mining issuer under the
trading symbol "CZH". Crazy Horse is a reporting issuer under
the Securities Act
(British Columbia) and the Securities Act
(Alberta).
Crazy Horse's primary mining
operations are situated in the Philippines. Its drilling program
was conducted during 2010 and 2011 on its flagship Taysan Project,
located in Batangas province, Philippines. Taysan is a porphyry
copper-gold project hosted by several quartz-diorite intrusive
bodies at the margin of the large
San Juan Diorite batholith. The project is hosted by several
intrusive bodies with a high grade core consisting of
breccias and quartz-magnetite vein stockworks.
Emplacement of the diorite and ore is controlled by regional,
cross cutting faults. Geological mapping and ground
geophysics (magnetics and induced polarization surveys) indicate
that exploration potential exists in Crazy Horse's
land holdings to discover new deposits. Crazy Horse
has focused on the central portion of the ore-body in order to
develop confidence in a suitably large copper resource amenable to
open-pit mining.
Crazy Horse is now focusing on
the renewal of the Exploration Permit EP-IVA-005 and filing its
financial and technical assistance agreements (FTAA) with the
Mining and Geosciences Bureau in the Philippines
("MGB"). The
MGB has requested a number of documents including a revised two
year exploration work program, a feasibility study and a
declaration of mining project feasibility prior to approving the
renewal of the Exploration Permit.
Please refer to Crazy Horse's
continuous disclosure filings on www.sedar.com for further
details of its mining assets, operations, and financial statements,
including excerpts from Crazy Horse's pre-feasibility study news release dated April
30, 2012. Details of mineral reserve
estimates are provided in the NI
43-101 report filed June 12, 2012 on SEDAR.
When a
definitive agreement between Ballyliffin and Crazy Horse is
reached, which is anticipated shortly, in accordance with the
policies of the Exchange, Crazy Horse will issue a subsequent press
release containing further details relating to the
Transaction.
Capital Structure
of Crazy Horse
Crazy Horse currently has 48,586,059
common shares, 13,000,000 Warrants, and 954,913 options to purchase
common shares outstanding. The options will be cancelled on the
effective date of the Transaction.
Insiders and Board
of Directors of the Resulting Issuer
The following is a description
of the proposed directors and officers of the Resulting
Issuer.
Devinder
Randhawa - Kelowna, British Columbia - Proposed Chief
Executive Officer of the Resulting Issuer and current President and
Chief Executive Officer of Ballyliffin
Mr. Randhawa is the President
and founder of RD Capital Inc., a privately held consulting firm
providing venture capital and corporate finance service to emerging
companies since 1994 in the resources and non-resource sectors both
in Canada and the United States. Mr. Randhawa was formerly the
President of Lariat Capital Inc., which merged with Medicure Inc.
in November 1999 and then was the founder and former President and
Chief Executive Officer of Royal County Minerals Corp. from 1998 to
2003 that was taken over by Canadian Gold Hunter Corp. (formerly
International Curator Resources Ltd.) in July 2003. Mr. Randhawa
also founded Predator Capital Inc., which became Predator
Exploration Ltd. Mr. Randhawa was formerly the President and Chief
Executive Officer of Strathmore Minerals Corp., which he founded in
1996, President, Chief Executive Officer and a director of Sernova
Corp. from March 2005 until November 2009 and a director of Tresoro
Mining Corp. from July 2009 until July 2010. Mr. Randhawa was the
Chairman and Chief Executive Officer of Fission Energy Corp. which
he founded in 2007 up until completion of its plan of arrangement
in April 2013, at which time, Mr. Randhawa became Chairman, Chief
Executive Officer and director of Fission Uranium Corp. Mr.
Randhawa is also a director and officer of Papuan Precious Metals
Corp., President, Chief Executive Officer, and director of
Ballyliffin Capital Corp., Chief Executive Officer and a director
of Toro Resources Corp., and President, Chief Executive Officer,
and director of Wolfpack Capital Corp., all companies
listed on the Exchange.
Brian Lueck -
Manila, Philippines - Proposed President and Director of the
Resulting Issuer and current COO and director of Crazy
Horse
Mr. Lueck was previously a director,
chairman and founder of Crazy Horse Resources. He has resided in
the Philippines for 17 years and is the president of a privately
owned company called Solfotara Mining Corp. and was formerly COO of
Copper Development Corp., both of which are principally engaged in
the development of mineral properties in the Philippines. Prior to
these positions, Mr. Lueck was a consultant and geologist to a
number of private and public companies. Mr. Lueck has a B.Sc. Geo
from the University of British Columbia and has over 24 years
experience in mineral and exploration development. Mr. Lueck is
also a member in good standing of the Association of Professional
Engineers and Geoscentists of British Columbia, APEGBC.
Jose D.
Leviste III - Manila, Philippines - Proposed Director of the
Resulting Issuer and current CEO and director of Crazy
Horse
Mr. Leviste is a Philippine
national who is a Solicitor admitted by the Supreme Court of New
South Wales.
He is currently President of CEC Energy Corporation ("CEC"), a
renewable energy developer in the Philippines and President of
Italpinas EuroAsian Design and Eco-Development Corp. ("ITPI"), a
real estate developer and design firm. CEC Energy and ITPI are
sister companies engaged in the development of housing and energy
projects throughout the Philippines. Prior to these engagements,
Mr. Leviste worked as a legal practitioner in commercial litigation
in Sydney, Australia, and as an analyst for the Sydney office of
JOGMEC (Japan Oil Gas and Metals National Corporation).
Gregory
Downey - Kelowna, British Columbia - Proposed Chief Financial
Officer of the Resulting Issuer
Mr.
Downey has been a director and officer of several Exchange listed
issuers, including as Chief Financial Officer for Papuan Precious
Metals Corp. (previously Jalna Minerals Ltd.) since June of 2010
and
Chief Financial Officer and a director of Toro Resources Corp.
since December 2012. Mr. Downey was
Chief Financial Officer of Fission Energy Corp. since November 2010
up until the completion of its plan of arrangement in April 2013,
at which time, Mr. Downey became the Chief Financial Officer of
Fission Uranium Corp. Mr. Downey earned a diploma in business
administration from Southern Alberta Institute of Technology in
1988 and a Certified Management Accountants of British Columbia
designation in 1991.
Ross McElroy
- Kelowna, British Columbia - Proposed Director of
the Resulting Issuer
Mr. McElroy is a professional
geologist with over 25 years of experience in the mining industry.
Mr. McElroy was the Chief Operating Officer and President of
Fission Energy Corp. from March 2008 and a director from September
2011 up until the completion of
its plan of arrangement in April 2013, at which time, Mr. McElroy
became the President, Chief Operating Officer and director of
Fission Uranium Corp. Since February 2011,
Mr. McElroy has been a director of Papuan
Precious Metals Corp. and since November 2012, has been a director
of Goldrush Resources Ltd., both Exchange listed
companies.
Mr. McElroy received a Bachelor of
Science Degree with a specialization in Geology from the University
of Alberta in Edmonton, Alberta (1987). Mr. McElroy received his
Professional Geologist designation from the Association of
Professional Engineers, Geologists and Geophysicists of the
Northwest Territories (NAPEGG) in 1999, Association of Professional
Engineers, Geologists and Geophysicists from Alberta (APEGGA) in
2005 and the Association of Professional Engineers and
Geoscientists of Saskatchewan (APEGS) in 2005.
William Marsh - Kelowna,
British Columbia - Proposed
Director of
the Resulting Issuer and Currently a director of
Ballyliffin
Mr. Marsh has worked on
domestic and international drilling programs for Chevron Canada
Resources for the past 15 years and has worked in Canada for
Chevron as a Drilling Superintendent and Senior Drilling
Representative supervising drilling, workovers and completions in
many areas in Canada including the Beaufort Sea, MacKenzie Delta,
lower North West Territories, British Columbia, Alberta and
Saskatchewan. Mr. Marsh's most recent international assignment with
Chevron was as Senior Drilling Representative for Tengizchevroil in
Tengiz, Kazakstan. Mr. Marsh was formerly a director of Predator
Exploration Ltd. and is currently a director of Ballyliffin Capital
Corp. and Wolfpack Capital Corp., all Exchange listed
issuers.
Sponsorship of
Qualifying Transaction
Sponsorship of a qualifying
transaction of a capital pool company is required by the Exchange
unless exempt in accordance with Exchange policies. Ballyliffin
intends to apply for an exemption from the sponsorship
requirements. There is no assurance that Ballyliffin will
ultimately obtain an exemption from sponsorship.
Reinstatement to
Trading
It is expected that
Crazy Horse shall resume trading on the Exchange shortly.
Additional Information and Description of Significant Conditions to
Closing
Crazy Horse expects to make
application to the Exchange for approval of the Transaction, as an
expedited disposition. No shareholder approval is anticipated to be
required other than under applicable corporate law.
As a qualifying transaction
for Ballyliffin, it will be required to prepare and file a Filing
Statement in accordance with Policy 2.4 of the Exchange on SEDAR
at www.sedar.com no less than
7 business days prior to the closing of the proposed Transaction. A
press release will be issued once the Filing Statement has been
filed as required pursuant to Exchange policies.
Completion of the Transaction
is subject to a number of conditions including, but not limited to,
the satisfaction of Ballylliffin and of Crazy Horse of certain due
diligence investigations to be undertaken by each party, the
completion of the name change, continuance of Ballyliffin from
Alberta into British Columbia, completion of a definitive agreement
setting forth the terms and conditions set out in the Letter of
Intent, closing conditions customary to transactions of the nature
of the Transaction, Exchange acceptance and, if required by
Exchange policies, shareholder approval. Where applicable, the
Transaction cannot close until the required shareholder approval is
obtained and there can be no assurance that the Transaction will be
completed as proposed or at all.
ON BEHALF OF THE BOARD OF CRAZY HORSE
RESOURCES INC.
"Darryl
Cardey"
Darryl
Cardey
President, CEO and
CFO
For further
information, please contact:
KIN
Communications
Phone:
1-866-684-6730
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 release.
Cautionary and Forward-Looking Statements
This news release contains
forward-looking statements and information
concerning the expected results of the Transaction; the resulting
issuer's mining assets and reserves with respect to the assets
owned by Crazy Horse; anticipated closing dates of the Transaction
and the related matters such as the continuance of the Corporation
from Alberta to British Columbia and name change. The
forward-looking statements and information
are based on certain key expectations and assumptions made by
management of the Corporation. Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Readers are cautioned
that the foregoing list of factors is not exhaustive. The
forward-looking statements and information
contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any
forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws or the TSX Venture
Exchange. The forward-looking statements or information contained
in this news release are expressly qualified by this cautionary
statement.
This
press release shall not constitute an offer to sell, nor the
solicitation of an offer to buy, any securities in the United
States, nor shall there be any sale of securities mentioned in this
press release in any state in the United States in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
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.
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