Mar. 1, 2010 (Filing Services Canada) -- Goldbard Capital Corporation (GDB.P - TSX Venture), ("Goldbard"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a letter agreement dated February 26, 2010, which will be superseded by a definitive option and joint venture agreement (the "Option Agreement") to be entered into between Goldbard and BCGold Corp. ("BCG"), a British Columbia corporation listed on the Exchange, in respect of the acquisition by Goldbard of an option (the "Option") to earn up to a 70% interest in the Pepper Property, a "Minto-type" copper-gold mineral exploration property in the Yukon Territory. Pursuant to the Option Agreement, BCG will grant to Goldbard the option to acquire up to a 60% interest in the Pepper Property by making $250,000 in cash payments, $2,000,000 in exploration expenditures and by issuing 400,000 common shares of Goldbard (the "Goldbard Shares") to BCGold over a four year period. Goldbard can earn an additional 10% interest in the Pepper Property by completing a bankable feasibility study, for a total interest of 70%.
Goldbard is a capital pool company and intends the acquisition of the Option to be its qualifying transaction for purposes of the policies of the Exchange (the "Qualifying Transaction"). Upon the successful completion of the Qualifying Transaction, Goldbard will be a junior mineral exploration issuer. Goldbard anticipates filing a filing statement detailing the Qualifying Transaction and related matters in the near future.
Goldbard will pay a non-refundable $20,000 deposit and, subject to Exchange approval, issue 100,000 common shares of Goldbard (the "Goldbard Shares") to BCG on or before March 15, 2010 in connection with the acquisition of the Option. Upon execution of the Option Agreement, Goldbard will be required to make the following additional payments to BCG: (i) 100,000 Goldbard Shares and a cash payment of $30,000 on the first anniversary of the Option Agreement, (ii) 100,000 Goldbard Shares and a cash payment of $35,000 on or before the second anniversary of the Option Agreement, (iii) 100,000 Goldbard Shares and a cash payment of $65,000 on or before the third anniversary of the Option Agreement, and (iv) a cash payment of $100,000 on or before June 1, 2013.
Goldbard will also be obligated to make staged exploration expenditures on the property totaling $2,000,000 within four years of the date of the Option Agreement comprised of (i) a minimum of $350,000 of expenditures in Year 1 (with expenditures of $100,000 required by June 15, 2010, $100,000 by July 1, 2010 and $150,000 by August 1, 2010), (ii) a minimum of $350,000 of expenditures in Year 2, (iii) a minimum of $650,000 of expenditures in Year 3, and (iv) a minimum of $650,000 of expenditures in Year 4.
Upon incurring a minimum of $1,000,000 in exploration expenditures, Goldbard will be vested with a total of a 50% interest in the Pepper Property. Upon completion of Year 4 requirements, Goldbard will be vested with an additional 10% interest for a total property interest of 60%. Goldbard can earn an additional 10% interest in the Pepper Property by completing a bankable feasibility study within 3 years of earning their 60% interest, for a total property interest of 70%.
BCGold Corp. will be project operator in return for a 10% operator fee.
The Qualifying Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a Non-Arm's Length Qualifying Transaction, as such term is defined under the policies of the Exchange.
The Goldbard Shares are currently halted and will remain so until the documentation required by the Exchange has been reviewed and accepted by the Exchange.
It is expected that upon completion of the Qualifying Transaction, Goldbard will be classified as a Tier 2 Mining Issuer under the policies of the Exchange and will be engaged in the exploration and development of prospective mineral properties.
Description of the Assets
The 670 hectare Pepper Property is located proximal and adjacent to Capstone Mining Corp.'s currently producing, high-grade copper-gold Minto Mine and Western Copper's recently permitted Carmacks Copper Project. The Pepper Property is 100% controlled by BCG.
The Pepper Property is located 12 kilometers northwest of the Minto Mine, along the "Minto Trend" and 260 kilometres northwest of Whitehorse, Yukon. The Pepper Property hosts a number of "Minto-type" copper-gold targets and is subject to a 2.75% net smelter returns royalty interest held by BCG and a third party. A National Instrument 43-101 compliant technical report on the Pepper Property was previously commissioned by BCG and completed in July 2009.
The closing of the proposed Qualifying Transaction is subject to a number of conditions including obtaining all necessary regulatory approvals, including the approval of the Exchange of the qualification of the acquisition as Goldbard's "Qualifying Transaction" and other conditions typical of a transaction of this nature.
Transfer Within Escrow
In connection with the Qualifying Transaction, the principals of Goldbard will agree to sell up to 5,000,000 Goldbard Shares issued during Goldbard's seed financing (the "Seed Shares") to XDL Capital Corporation ("XDL") and its affiliates at a price of $0.11 per share for aggregate consideration of up to $550,000. The sale of the Seed Shares is subject to a number of conditions including (i) obtaining the approval of the Exchange, (ii) the closing of the Qualifying Transaction, and (iii) the purchasers of such Seed Shares agreeing to be bound by and to assume the relevant seed share resale restrictions of the Exchange.
Board of Directors and Management
Upon completion of the Qualifying Transaction and assuming completion of the sale of Seed Shares, it is expected that XDL will nominate and appoint the directors and senior officers of Goldbard following the closing of the Qualifying Transaction. Goldbard will in the future provide further details regarding the proposed nominees.
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange, unless exempt in accordance with Exchange policies. Goldbard will be seeking an exemption from the sponsorship requirements in accordance with Exchange Policy 2.2.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if necessary majority of the minority shareholder approval. There can be no assurances that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying 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 Goldbard should be considered highly speculative.
ADVISORY: Certain information in this press release constitutes forward-looking statements under applicable securities law. 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. Forward-looking statements in this press release include, but are not limited to, statements with respect to the closing or completion of the Qualifying Transaction. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with oil and gas production, marketing and transportation; loss of markets; volatility of commodity prices; currency and interest rate fluctuations; imprecision of reserve estimates; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; inability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to income tax, environmental laws and regulatory matters. Readers are cautioned that the foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. 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 Goldbard 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.
For further information, please contact:
Goldbard Capital Corporation
Vice-President and Secretary
The TSX Venture Exchange has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
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