Capo Resources Ltd. Completes Qualifying Transaction and Changes Its Name to Laurentian Goldfields Ltd.
May 15, 2008Capo Resources Ltd. is pleased to announce that it has completed its previously announced Qualifying Transaction (the “QT”) and concurrent private placement financing for aggregate gross proceeds of $2,835,050. In connection with the completion of the QT, the Company has changed its name to Laurentian Goldfields Ltd.
The Acquisition
The QT involved the amalgamation of a wholly-owned subsidiary of the Company (“Subco”) with a private British Columbia corporation named Laurentian Goldfields Ltd. (“Laurentian”), a junior mineral exploration and development company engaged in the acquisition, exploration and development of mineral resource properties with its principal asset being an option to acquire up to a 75% interest in the Maze Lake Property. The Maze Lake Property is an exploration stage mineral resource property located in Nunavut with the principally targeted resource being gold. The business of Laurentian will be the business of the Company on a going forward basis.
The amalgamation of Subco and Laurentian was completed in accordance with the terms of a statutory plan of arrangement under the Business Corporations Act (British Columbia). The amalgamated entity, named Laurentian Exploration Ltd., is a wholly-owned subsidiary of the Company.
Pursuant to the plan of arrangement, the shareholders of Laurentian received one common share in the capital of the Company (a “Share”) in exchange for each 1.1 common shares in the capital of Laurentian they held with an aggregate of 11,341,067 common shares being issued by the Company to the shareholders of Laurentian.
Also, pursuant to the plan of arrangement, holders of securities convertible into common shares in the capital of Laurentian (including stock options, obligations under property agreements, and a right of first refusal granted to a third party to participate in future equity financings of Laurentian) received rights for equivalent securities of the Company on the same 1:1.1 ratio (with appropriate adjustments being made to the number of securities issuable upon conversion of the convertible security and, as applicable, the exercise price of the convertible security).
The Company also issued 100,000 common shares to Pathway Capital Ltd. as a finder’s fee on completion of the QT.
The Concurrent Financing
In conjunction with the completion of the QT, the Company completed its previously announced private placement financing of flow-through units (“FT Units”) and non flow-through units (“NFT Units”). The financing was oversubscribed with aggregate gross proceeds of $2,835,050.20 being raised. The Company has currently allocated the net proceeds of the oversubscribed portion of the financing for general working capital purposes and future acquisition, exploration and development of mineral resource properties.
The financing involved the issuance of a total of 3,035,000 FT Units at a price of $0.40 per unit and a total of 4,631,572 NFT Units at a price of $0.35 per share. Each FT Unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of 24 months at a price of $0.60 per common share, subject to acceleration in the event the closing trading price of the Company’s common shares on the TSX Venture Exchange (“TSXV”) is at or above $1.10 per share for a period of 20 consecutive trading days. The warrants are non-transferable.
Each NFT Unit is comprised of one common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share for a period of 24 months at a price of $0.55 per common share, subject to acceleration in the event the closing trading price of the Company’s common shares on the TSXV is at or above $1.10 per share for a period of 20 consecutive trading days. The warrants are non-transferable.
The financing was conducted on a non-brokered basis. The Company paid finder’s fees totalling $157,208.50.
All securities issued pursuant to the financing are subject to a four month hold period, expiring September 16th, 2008, under applicable securities laws and the policies of the TSXV.
Changes to Management
In connection with the completion of the QT, the following changes to the Company’s management team were given effect:
– Andrew Brown, Brian P. Fowler, Freeman Smith, Greg Hall and Derek White were appointed as directors of the Company, joining Lenora M. Gates (who remains a director) on the Company’s board of directors.
– Andrew Brown was appointed President and Chief Executive Officer of the Company.
– Christopher Twells was appointed Chief Financial Officer of the Company.
– Bernardus C. De Groot, Timothy O. Searcy, Cheryl Wheeler, and Donald A. McLeod resigned as directors of the Company.
– Bernardus C. De Groot resigned as the Company’s President and Chief Executive Officer.
– Christopher Park resigned as the Company’s Chief Financial Officer.
Current Share Capital Structure
The Company’s current common share capital structure is as follows:
For further details of the QT, the Company’s business and operations and its new management team, please refer to the Company’s Filing Statement dated March 31, 2008 which is available in the public record at www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF LAURENTIAN GOLDFIELDS LTD.
“Andrew Brown”
Andrew Brown, M.Sc., P.Geo.
President and CEO
For further information, please contact:
Andrew Brown, President and CEO
Telephone: (604) 646-1592
Fax: (604) 646-4526
abrown@laurentiangoldfields.com
TSX Venture Exchange does not accept responsibility for the adequacy and accuracy of this Release.