Vancouver, B.C. (FSCwire) - 88 Capital Corp. (TSX.V: EEC) (the “Company” or
“88 Capital”) is pleased to announce that it has entered into an agreement effective January 25, 2017, with
Golden Ridge Resources Ltd. (“GRR”) to acquire 100% of the issued and outstanding securities of GRR by means of
reverse takeover in exchange for common shares of 88 Capital on a one-for-one basis (the “Transaction”). The
Company shall continue to be a mining issuer upon completion of the transaction.
GRR is a private British Columbia company, which holds an option to earn a 100-per-cent interest in the 1,700 hectare Hank
Au-Ag-Cu property (the “Hank Property”) located in the Golden Triangle district, approximately 140 km north of
Stewart, British Columbia. GRR may earn a 100% interest by performing $1,700,000 of exploration work by the end of 2018; this is
subject to a certain back-in provision if the deposit equals or exceeds 3 million ounces of Au in the mineral resource category.
The completion of the acquisition is subject to the approval of the TSX Venture Exchange (the “Exchange”).
The Transaction constitutes an Arm's Length Transaction, as defined under the Exchange rules, and the Company will be seeking
an exemption the sponsorship requirement under Policy 2.2 – Sponsorship and Sponsorship Requirements. If such exemption
is not available, the Company will be seeking waiver of the sponsorship requirement.
This acquisition will be the Company’s first step towards building a portfolio of high quality mineral properties located in
the mining friendly jurisdictions of the Pacific Northwest. The Hank project is strategically located in the highly prospective
Golden Triangle, not far from the past-producing Snip and Eskay Creek precious metals mines, the currently producing Red Chris
Cu-Au mine, the near-term precious metals producer at Brucejack, and the significant Cu-Au-Ag (Mo) deposits at the Schaft Creek
and Galore Creek properties.
Terms of the Agreement
Under the agreement 88 Capital will acquire, by way of share exchange, all of the issued and outstanding securities of GRR in
consideration for the issuance to the GRR shareholders of an aggregate of 16,154,012 88 Capital shares (share exchange ratio of
1:1).
The option agreement for the Hank property, which is Golden Ridge’s principal asset, is subject to the following terms:
- The Company will earn a 100% interest, subject to a 2% NSR upon completing the following exploration expenditures:
- $700,000 by November 25, 2017
- a further $1,000,000 by November 25, 2018
- If the deposit equals or exceeds 3 million ounces of Au in the mineral resource category, the original vendor (“the
Vendor”) has a back-in right to earn 51% of the Property by repaying the Company all of its expenditures on the Property and
cancelling the 2% NSR.
- Upon the Vendor exercising the back-in right the companies will then form a 51%/49% Joint Venture with the Vendor as the
operator.
Upon completion of the RTO, it is anticipated that the board of directors and management of the resulting issuer will comprise
the individuals set out below.
- Larry Nagy, Executive Chairman
- Terese Gieselman, CFO & Corporate Secretary
Financial information regarding GRR and the Hank Property shall be provided at a later date.
Concurrent Financing
The Company also announces that it is arranging a concurrent non-brokered private placement for minimum gross proceeds of
$1,000,000 and for a maximum of $3,000,000 (the “Offering”). Pursuant to the Offering, the Company intends to issue units (each a
“Unit”) at a price of $0.125 per Unit and flow-through common shares at a price of $0.15. Each Unit consists of one
non-flow-through common share and one-half of one share purchase warrant; each whole warrant will entitle the holder to purchase
one common share at $0.25 per share for a period of 3 years from closing. The minimum concurrent financing is a condition of the
transaction.
About the Hank Property
The Hank Property is located in the prolific Golden Triangle of northwest BC, 140 km north of the town of Stewart and 15 km
west of Highway 37 and the new North West Transmission power line. One hundred and four drill holes totalling 13,709 m were
drilled on the property between 1983 and 1993, and trenching, road building, soils and Induced Polarization (IP) geophysical
surveys were undertaken during that time. The property lay dormant between 1993 and 2014. Since 2014 GRR has spent approximately
$300,000 on the property, undertaking airborne magnetic and deep-looking IP geophysical surveys, soil sampling, prospecting and
geologic mapping.
Gold-silver mineralization at the Hank Property occurs in veins and disseminations associated with broad northeast-trending
alteration zones that are hosted primarily in volcanic and sedimentary rocks of the Upper Triassic Stuhini Group. Rocks of the
Stuhini Group are locally overlain by Lower Jurassic clastic sedimentary rocks, and both are intruded by Early to Middle Jurassic
felsic stocks that may also be altered. Historic drill intercepts from mineralized and altered zones on the Hank property
include:
• High-grade intersections in calcite-quartz-sulphide veins in the Lower Alteration Zone (LAZ) include:
–9.14 m grading 13.4 g/t Au and 132.3 g/t Ag in Hole 88-4
–0.63 m grading 70.86 g/t Au (Hole 89-4, Creek 5 “B” Zone)
–3.40 m grading 16.83 g/t Au (Hole 87-3, Creek 5 “C” Zone)
–2.93 m grading 18.27 g/t Au & 132.9 g/t Ag (Hole 88-4, Creek 5 “Flat” Zone)
–1.10 m grading 66.19 g/t Au & 530 g/t Ag (Hole 86-6, Creek 5“86-6 Deep” Zone)
• Both the higher-grade calcite-quartz-sulphide veins and lower-grade disseminated mineralization were intersected in the
Upper Alteration Zone (UAZ) including:
–12.19 m grading 9.39 g/t Au in DDH 85-32
–30.48 m grading 3.74 g/t Au in DDH 85-45
About Proposed New Management
Larry Nagu, B.A. Geology, Executive Chairman and Director
Mr. Nagy obtained a B.A degree in Geological Sciences from the University of Saskatchewan in 1966. Mr. Nagy provides broad
international exploration experience from his past management of several successful listed junior resources companies. After
graduation Mr. Nagy spent 16 years employed by Cominco Ltd., an exploration company with projects in Western Canada and
Australia, he was a co-founder of Keewatin Engineering Ltd., a Vancouver based geological consulting company, responsible for
managing exploration projects worldwide. As a director of Delaware Resources, he was responsible for Delaware’s acquisition and
development of the SNIP property, a gold project in central B.C which he originally identified for re-staking while employed by
Cominco Ltd. He also served as a Director of Calpine Resources Ltd., the company which optioned the Eskay Creek gold property and
subsequently discovered one of the largest and richest gold-silver deposits in North America. While serving as president and CEO
of Oliver Gold Corporation, he led the team that discovered the SEGALA gold deposits in Mali, West Africa and Ipanema gold
deposit in Zimbabwe. Mr. Nagy was also the president and CEO of Solomon Resources Ltd. at the time together with Channel
Resources Ltd, co-discovered the Bomboré gold deposits in Burkina Faso. These deposits were sold to Ore Zone Ltd. and are
currently being prepared for production.
Mr. Nagy is currently the Executive Chairman and Director of Colorado Resources Ltd., an independent Director of Mindoro
Resources Ltd., and also the Chairman and CEO of Damara Gold Corporation.
Michael Blady, B.Sc. Geology, President & CEO and Director
Mr. Blady holds a B.Sc. in Geology from Simon Fraser University and is the principal of Ridgeline Exploration, a grass roots
exploration services company based out of Vancouver BC. He has been involved in senior management of numerous public companies
since 2009 and has acted as a geological consultant and advisor to various public companies providing corporate development
services. Mr. Blady’s senior management experiences with resource company’s gives him an appreciation of the best industry
practices with respect to financial risk controls and disclosure.
Terese Gieselman, CFO, Corporate Secretary and Director
Ms. Gieselman has had 28 years experience with junior mining and exploration companies listed on the TSX, TSXV, OTCBB, NASDAQ
and AMEX, in the roles of Chief Financial Officer, Treasurer, and Corporate Secretary. During her tenure in the resource sector,
Terese has accumulated an extensive background in corporate and financial reporting and compliance for Canada and the United
States, including particularly relevant experience in financings, treasury, international corporate structures and financial
reporting in Mexico, Peru, Chile, Argentina and Zimbabwe.
William Lindqvist, Ph.D. Geology, Director
Dr. Lindqvist has over 35 years of international mineral exploration experience and has directed and participated in several
major gold deposit discoveries across a broad spectrum of geologic terrains. Dr. Lindqvist's previous discovery experience
includes; the Gosowong Bonanza gold deposit in Indonesia, Chimney Creek, Mule Canyon, Ruby Hill and the Gold Hill deposits in
Nevada, Mesquite gold deposit in California, Shafter silver deposit in Texas, Ortiz gold deposit in New Mexico, Extensions of
Eskay Creek gold-silver deposit in BC., Jeronimo Gold Manto deposit in Chile and Arenal Deeps deposit in Uruguay. Dr. Lindqvist
is presently a director of Luna Gold Corp, Andean Gold Ltd. and Damara Gold Corp. In the past, he served as the Vice President of
Exploration for Homestake Mining Company, and as the Executive General Manager of Exploration for Newcrest Mining Limited. Dr.
Lindqvist has a Ph.D in Applied Geology from the Royal School of Mines in London, and is a member of the Aus IMM, SEG, and
AIME..
Elston Johnston, P.Eng., Director
Elston Johnston received a Bachelor of Science in Electrical Engineering (BScEE) degree from the University of New Brunswick
in 1976. He is a Registered Professional Engineer in the Canadian provinces of British Columbia, Alberta and Saskatchewan and for
the past 13 years he has been President and owner of a successful consulting engineering company located in Vancouver, B.C. He
has been involved with business and industry worldwide both as a consulting engineer and as an entrepreneur. Mr. Johnston has
been a major shareholder of numerous public companies and has served as Director, President, CEO and CFO of several TSX and TSX-V
listed companies. For more than 15 years he has been involved as a consultant to and financier of junior public companies.
Technical information in this release has been reviewed and/or prepared by Charles J. Greig, M.Sc. P.Geo. who is a qualified
person in accordance with Canadian regulatory requirements set out in National Instrument 43-101.
All information contained in this news release with respect to 88 Capital and GRR was supplied by the respective parties for
inclusion herein and each party and its directors and officers have relied on the other party for all information concerning the
other party contained herein.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and GRR
shareholder approval. The transaction cannot close until the required shareholder and regulatory acceptance is obtained. There
can be no assurance that the transaction will be completed as proposed or at all.
On behalf of the Board,
88 Capital Corporation
Elston Johnston, P.Eng
Director & C.E.O
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and
if applicable, disinterested 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 88 Capital Corp. 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 news release.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/88Cap01312017.pdf
Source: 88 Capital Corp. (TSX Venture:EEC)
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