Anergy Capital Inc. Announces Proposed Qualifying Transaction

Anergy Capital Inc. Announces Proposed Qualifying Transaction

Vancouver, British Columbia CANADA, May 29, 2012 /FSC/ - Anergy Capital Inc.  (ACA.P - TSX Venture), ("Anergy" or the "Company"), a capital pool company, is pleased to announce that it has entered into a binding letter agreement dated May 23, 2012 (the "Letter Agreement") for the acquisition (the "Proposed Transaction") of  Golden Tiger Minerals Inc. ("Golden Tiger"), a private British Columbia company. Upon completion of the Proposed Transaction, the business of Golden Tiger will become the business of Anergy.

Anergy is a capital pool company and the Proposed Transaction is intended to constitute Anergy's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and accordingly will not require the approval of Anergy's shareholders.

About Golden Tiger

Golden Tiger is a mining exploration stage company with property interests in the Smithers area of the Omenica Mining Division in British Columbia (the "Reiseter Property"), and in the Thunder Bay Mining Division in the Province of Ontario (the "Longworth Property").

In regards to the Reiseter Property, Golden Tiger has an option to acquire a 100% interest in the property, subject to a 2% net smelter return. The Reiseter Property, located 15 kilometers north of Smithers, consists of 19 mineral claims covering 4,460 hectares.  A $150,000 work program was carried out in the summer of 2011. Surface work to date has indicated the presence of molybdenum, copper, lead, zinc and antimony with some gold and silver also identified.  

Golden Tiger also has an option to acquire a 100% interest, subject to a 2% net smelter return, in the Longworth Property, consisting of 71 claim units.  The Longworth Property is located within the Wawa sub province of the Superior structural province near the western end of the Hemlo-Schreiber greenstone belt. Over 25 gold occurrences have been documented in the immediate area. The primary target on the Longworth Property is a "pyrite schist zone".

Golden Tiger, a British Columbia company, was incorporated on December 11, 2007.  Its activities to date have been limited to the investigation and acquisition of mineral properties of merit that warrant further exploration and development. For the fiscal year ended April 30, 2011, Golden Tiger had total assets of $93,993, and current liabilities of $18,137, resulting in working capital of $37,356 as at the end of that fiscal year. However, given obligations in regards to the Reiseter and Longworth Properties and recent exploration work, Golden Tiger has a current working capital deficit of approximately $65,000 (all figures unaudited).

Terms of the Proposed Transaction

Pursuant to the terms of the Letter Agreement, Anergy will acquire Golden Tiger in exchange for up to 10,000,000 common shares of Anergy (the "Transaction Shares"). The Transaction Shares will be issued to the shareholders of Golden Tiger pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares will be subject to resale restrictions as required under the applicable securities legislation and the Exchange and will also be subject to escrow restrictions as required by the Exchange.

In connection with the Proposed Transaction, the Company will change its name to one acceptable to Golden Tiger and to applicable regulatory authorities.

It is expected that upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 Mining Issuer on the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions, including execution of a definitive agreement, completion of satisfactory due diligence, receipt of applicable regulatory approvals and completion of the Concurrent Financing as set forth below. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Concurrent Financing

The terms of the Letter Agreement provide for the completion, concurrent with closing of the Transaction, of a private placement financing for gross proceeds of $500,000 at a minimum price of $0.15 per common share, which shall be sufficient to carry out the first phase work program on the Reiseter Property and provide the Resulting Issuer with adequate working capital. All securities issued pursuant to the private placement financing will be subject to a hold period of four months and one day.

Management of Golden Tiger and the Resulting Issuer

The following details have been provided by Golden Tiger in respect of its present members of management and the directors:

Barry Miller, President and CEO

Barry Miller has been involved in the public markets for over 20 years, in various capacities as a broker, consultant, and financier. Mr. Miller has extensive contacts in the financial industry across Canada and the US, which will be invaluable in the growth of Golden Tiger.
Richard Lee, CFO

Mr. Lee is a graduate of the University of British Columbia with a Bachelor's degree in Commerce and is a Certified Management Accountant having obtained his designation in 1991. Mr. Lee has spent over 30 years either working for public accounting firms or for companies that trade on a recognized stock exchange. He has extensive financial and accounting experience working with and for public companies which trade in Canada on the Exchange as well as with OTC Bulletin Board companies registered with the Securities and Exchange Commission in the United States. In addition he has been involved in numerous start-up ventures.

Bruce Korhonen, VP Corporate Development

Mr. Korhonen has been involved in the public markets for over 12 years, and has extensive experience in investor relations ("IR"), marketing and corporate finance. In his roles with various junior mining companies Mr. Korhonen has raised over $25M and has developed IR strategies for these companies that they still use today. Mr. Korhonen has taken companies public in Europe, and his network both in Europe and Canada will be influential to the Resulting Issuer's growth.

David Mark: P. Geo, VP Exploration

David Mark graduated as a geophysicist in 1968 from the University of British Columbia and thus has been practicing his profession for 43 years. In 1968 he started working for Geotronics Surveys, a company involved mainly in mining exploration, mostly geophysics, which he took over in 1970. The projects he has worked on and/or supervised have been located in Canada, mainly B.C., western United States, Mexico, other Latin American countries, Africa, and southeast Asia. The type of mineral deposits on those projects include porphyry copper, epithermal, other vein types, and placer. The work has involved a wide variety of geophysics, geology, geochemistry and diamond drilling. The geophysics has included induced polarization (IP), resistivity, seismic refraction, seismic reflection, gravity, self-potential, ground penetrating radar (GPR) as well as ground and airborne magnetics, electromagnetics, and radiometrics. Though the bulk of his work is mining exploration geophysics, he also does geotechnical geophysics and environmental geophysics. These projects have included potential dam sites for BC Hydro, highway location studies such as the Coquihalla, and contaminant studies. Mr. Mark is a member of the Association of Professional Engineers and Geoscientists of the Province of British Columbia as a Professional Geoscientist (P.Geo.).

At the closing of the Proposed Transaction, all but one of the present directors and officers of Anergy will resign in favour of Barry Miller, Richard Lee and David Mark. Current director, Eugene Beukman, will continue as a director.

Sponsorship

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies.  Anergy is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements under subsection 3.4(a)(ii) of Policy 2.2 of the Exchange Corporate Finance Manual, however, there is no assurance that Anergy will ultimately obtain this exemption.

Trading Halt
Upon the execution of the Letter Agreement, the shares of Anergy were halted and it is expected that they will remain halted until completion of the Qualifying Transaction.

Other Information and Updates

Anergy and Golden Tiger will continue to provide further details in respect of the Proposed Transaction, in due course, by way of news releases.

For further information please contact:
Harley Sinclair
President & Chief Executive Officer
Phone: (778) 785-3021

Statements in this press release regarding Anergy's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED 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 TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE PROPOSED 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 EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.  NEITHER THE 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.



ANERGY CAPITAL INC.
Suite 600 - 666 Burrard Street
Vancouver, BC  V6C 2X8


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Source: Anergy Capital Inc. (TSX-V - ACA.P)
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