2012-09-10 15:10:43 -
Vancouver, British Columbia, September 10, 2012 /FSC/ Hyland Gold Project - Banyan Coast Capital Corp. (BYN.P - TSX Venture)is pleased to announce it has entered into a Letter of Intent ("LOI") dated August 31, 2012 to acquire all of Argus Metals Corp.'s ("Argus") (TSXV:AML) interest in the Hyland Gold Project ("Hyland" or the "Property
The Property is a large scale sediment hosted gold system in Yukon's Selwyn basin situated in the Watson Lake Mining District of South Eastern Yukon Territory, Canada. It is located approximately 70 kilometres northeast of the village of Watson Lake. The property is accessible by helicopter, float plane and 4x4 roads. Hyland consists of 927 claims (approximately 18,620 hectares) and lies near the southeast end of
the Tintina Gold Belt extending across central Alaska and Yukon.
"The acquisition of Hyland is a significant milestone in the development of Banyan. The Argus Metals team has done a great job developing the initial geological resource at Hyland and we look forward to building on that success through resource expansion and project development", said Richmond Graham, President, CEO and Director of Banyan. "It is understood that Argus intends to dividend out the common shares of Banyan received by Argus as consideration for the acquisition to its shareholders and the Banyan team looks forward to demonstrating our ability to advance the project and create value through Hyland."
If completed, and subject to TSXV approval, the acquisition of the Hyland Gold Project (the "Acquisition") is anticipated to constitute the Company's "Qualifying Transaction" as defined in TSX Venture Exchange (the "TSXV") Policy 2.4. Each of Banyan and Argus are dealing at arm's length to one another and therefore the transaction will be an arm's length Qualifying Transaction. Banyan does not anticipate the Acquisition will require the approval of its shareholders.
Upon completion of the Acquisition, and subject to TSXV approval, the Company will be designated as a Tier 2 mining issuer on the TSXV and will be engaged in the exploration and development of prospective mineral properties, including expanding the current mineral resource at Hyland. To date, Banyan has been a Capital Pool Company and its sole business has been identifying a Qualifying Transaction.
Aggregate Consideration for the Proposed Hyland Gold Project Acquisition
The aggregate consideration to be paid to Argus for Hyland under the LOI consists of:
Within 7 days of signing the LOI $15,000 CAD
Within 7 days of closing of the Acquisition $20,000 CAD
Concurrently with the closing of the Acquisition 4,000,000 Banyan
Additional Payments - Portions of the Property are the subject of an option agreement between Argus and a wholly-owned subsidiary of Victoria Gold Corp. ("Victoria Gold") (TSXV:VIT), whereby Argus can acquire 100% of Hyland subject to the payment to Victoria Gold of $100,000 and the issuance of 300,000 Argus shares on December 17, 2012. Under the terms of the Acquisition, Banyan will assume Argus's rights and obligations vis-a-vis Victoria Gold.
Concurrently with the closing of the Acquisition, Banyan will issue 4,000,000 common shares from treasury to Argus as partial consideration for the Acquisition. It is Banyan's understanding that Argus will subsequently dividend these common shares to its shareholders.
Net Smelter Royalty (NSR) - The Property will be subject to a 2.5% capped net smelter return royalty (a "NSR") in favour of Victoria Gold with a provisional buyback of 1.5% for $1,000,000. The Property is also subject to 1% and 0.25% NSRs on all core claims payable to Cash Minerals Ltd. and Strategic Metals Ltd., respectively. Additionally, there is a 1% NSR on 88 of the claims payable to Adrian Resources Ltd. that is capped at $1.5 million. An area of mutual interest of 1 km on the Property surrounds the original 299 mineral claims.
Proposed Private Placement
In order to offset costs associated with (i) financing the Acquisition, (ii) Phase 1 of the recommended Hyland work program, (iii) costs associated with the Qualifying Transaction, and (iv) general working capital of the Resulting Issuer, the Company intends to complete a financing transaction (the "Financing") with a view to raising aggregate gross proceeds of up to $600,000. It is currently anticipated that the Financing will be undertaken by way of brokered and non-brokered private placements of Banyan's common shares. The Company may pay finder's fees and/or commissions in connection with the Financings in accordance with the policies of the TSXV.
Resulting Issuer's Capital Structure
Banyan currently has 3,334,000 common shares issued and outstanding, 2,000,000 of which are free trading with the remainder being held in escrow pursuant to the policies of the TSXV. An additional 533,400 common shares are reserved for issuance on the exercise of options and broker warrants issued in connection with the Company's initial public offering. The 4,000,000 common shares of Banyan issuable to Argus in connection with the Acquisition and the securities issued under the proposed Financings may be subject to escrow requirements and hold periods as required by applicable securities laws.
Significant Closing Conditions
Closing and final acceptance of the Acquisition is subject to the satisfaction of certain conditions, including, without limitation, (i) the negotiation and execution of a definitive agreement, (ii) the approval of the TSXV and any other regulatory bodies, and (iii) the receipt of all requisite director and shareholder approvals by Banyan and Argus.
Directors, Officers and other Insiders of the Resulting Issuer
Richmond Graham - President, CEO, and Director. Mr. Graham was the Vice President, Corporate Development and Operations of Landis Energy Corporation ("Landis Energy") (formerly TSXV:LIS) from November 2008 to March 2010 and remains actively involved with solution mining as Vice President for the company that purchased Landis Energy in April 2010. Between April 2000 and June 2008 Mr. Graham was the Executive Director of TransGas Limited. Since June 2010, he has been a Director of Moss Lake Gold Mines Ltd. ("Moss Lake") (TSXV:MOK). He also is Vice President and Director of Distinct Resources a private oil company. Richmond is a Professional Engineer and holds a Diploma of Technology from the Saskatchewan Institute of Applied Science and Technology, a Bachelor of Mechanical Engineering from Lakehead University and an MBA from Royal Roads University. Mr. Graham has experience with exploration, project development, research, engineering, project management, operations, corporate development, and governance.
David Rutt - CFO, Corporate Secretary and Director. Mr. Rutt has been a management consultant since September 2006 with a focus on senior management financial roles in private and public companies. During this time he has brought four companies public onto the Venture Exchange while holding the positions of President and/or Chief Financial Officer. In addition to his roles with Banyan, Mr. Rutt is Chief Financial Officer of Stratus Aeronautics a private company developing unmanned aerial vehicles. Between October 2002 and March 2010, Mr. Rutt was the Secretary-Treasurer of Landis Energy. Between April 2009 and March 2010 he was the Chief Financial Officer of Landis Energy until it was sold.
Between July 2001 and September 2006, Mr. Rutt was the Manager, Business Development - West for Greyhound Canada. David is a Certified Management Accountant in Alberta and holds a Bachelor of Commerce degree from the University of Windsor.
Paul D. Gray, P.Geo. - Vice President, Exploration. Mr. Gray has been a Director of Argus since its inception in 2005 and President, CEO and Director of Dawson Gold Corporation (TSXV:DYU) since 2010. Mr. Gray has worked extensively as an exploration geologist in the mineral exploration industry in Canada, the United States, Asia and Central and South America for the 16 years, concentrating on base metal, precious metal and uranium exploration. Additionally, Mr. Gray served as President and Chief Operating Officer of Doublestar Resources Ltd. (formerly TSXV:DSR) until it was acquired by Selkirk Metals Corp. (TSXV:SLK) in July 2007.
Currently the principal of Paul D. Gray Geological Consultants, Mr. Gray also sits on the boards of BlueRiver Resources Ltd. (TSXV:BXR) and GeoNovus Minerals Ltd. (TSXV:GNM). Mr. Gray holds a Bachelor of Science (Honours) degree from Dalhousie University and is a member in good standing with the Association of Professional Engineers and Geoscientists of British Columbia.
Mark Ayranto - Director, Chairman of the Board of Directors. Since 2009 Mark has been a Vice President with Victoria Gold and responsible for bringing Victoria Gold's flagship Eagle Gold Deposit into full production in 2015. Additionally, Mr. Ayranto is the current President for the Yukon Chamber of Mines and a member of the Yukon Minerals Advisory Board to the Minister of Energy, Mines and Resources. Previously he was the Vice President Corporate Development for StrataGold Corporation (formerly TSX:SGV). Mark Ayranto has a BSc from Dalhousie and a MBA from Royal Roads University and has experience in project development, operations, M&A transactions and project evaluation.
John Hilland - Director. Since June 1988 Mr. Hilland has been the President and a Director of Kaminak Resources Ltd., a private oil & gas consulting company. Since June 2004, he has been a Director of Moss Lake. Mr. Hilland was a Director of Landis Energy between August 1998 and until its buyout in March 2010. Between June 2006 and August 2008, Mr. Hilland was a Director of 540 Capital Corp. (formerly TSXV: FA.P). John holds a Bachelor Degree of Applied Science Geological Engineering from the University of British Columbia and is member of the Association of Professional Engineers, Geologists, Geophysicists of Alberta, and registered as a Professional Geologist.
Sponsorship of Qualifying Transaction
Banyan intends to seek an exemption from the sponsorship requirements of the Exchange, but will appoint a sponsor if required to do so.
In accordance with Exchange policies, Banyan's common shares are currently halted from trading and will remain so until such time as the Exchange determines otherwise, which may not occur until the completion of the Acquisition.
Information Concerning Argus
Argus is a British Columbia corporation engaged in the acquisition, exploration and development of mineral resource properties. Argus is a publicly traded company listed on the TSXV and is controlled by its board of directors. Further information concerning Argus is available on the SEDAR website at www.sedar.com.
Additional information concerning the Qualifying Transaction, including detailed technical and financial information on the Hyland Project and the terms of the proposed Financing will be disclosed in a subsequent news release.
On Behalf of the Board of Directors of Banyan Coast Capital Corp.,
President & CEO
For more information, please contact:
Tel: (403) 450-8450
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.
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, shareholder approval. Where applicable, the transaction cannot close until the required approvals are obtained. There can be no assurance that Banyan's Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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.
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.
Forward Looking Statement:
These statements are based on current Company expectations, objectives and projections which are subject to risks and uncertainties. These statements reflect the best estimate with respect to future events at any given point in time. Actual results could differ materially from the forward-looking statement, due to risks and uncertainties. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
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