Jun. 21, 2011 (Newsfile Corp.) --
Vancouver, British Columbia--(June 21, 2011) - Pembroke Capital Corp. (TSXV: PBK.P)("Pembroke" or the "Company"), a capital pool company, is pleased to announce that it has entered into a letter agreement dated June 6, 2011 (the "Letter Agreement") for the acquisition (the "Transaction") of Minfocus International Ltd. ("Minfocus"), a private federal corporation.
Pembroke is a capital pool company and the Transaction is intended to constitute Pembroke's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Transaction is not a non arm's length transaction and accordingly is not expected to be subject to the approval of Pembroke shareholders.
About Minfocus
Minfocus is a mining exploration stage company principally engaged in the business of exploring and developing base (copper, nickel) and platinum-group element (PGE) metal mineral properties. Minfocus currently holds an interest in several properties in the Thunder Bay Mining Division of Northwestern Ontario, including the Nipigon Reefs Property and Weese Lake Property (the "Properties"), each of which have a recent 43-101 report recommending phased work programs of $1,191,000 and $1,297,000, respectively. The 43-101 reports were prepared by Mr. David Burga, P.Geo. The Qualified Person who has reviewed the technical content contained in this release is Dr. Gerald Harper, P.Geo. (Ont).
The Nipigon Reefs Property is located approximately 80 kilometers north-northeast of Thunder Bay and is accessible by road. The overall property covers 1,161 claim units representing approximately 18,576 hectares. The focus of the Nipigon Reefs Property is an extensive sheet of mid Proterozoic diabase that has been shown to contain ultramafic feeder zones within. Two of these zones, the Springlet Lake Prospect and the Seagull Prospect, have been shown to be associated with copper, nickel and PGEs, The Springlet Lake area had an initial twelve drill holes completed in 2010 of which eight of these holes intersected a flat lying altered ultramafic sill of mid Proterozoic age which showed slightly anomalous value for copper, nickel and PGE in assayed samples of the sill but only one hole had a more substantial value with that hole intersecting one meter grading 0.22% Cu. The more explored Seagull Prospect has more than 30 documented drill holes prior to 2009 completed into the Seagull intrusion which have outlined an intersected extensive area of near flat lying reefs with platinum and palladium mineralization. Additional holes were drilled in 2009 and 2010 and have been filed for assessment work but are not yet included in the compilation. It is most significant that the Pt:Pd ratio averages 0.88 which is similar to the 1.05 average at the Current Lake deposit which recently had a Preliminary Economic Assessment filed outlining a resource of over 700,000 oz Pt-Eq.
The Weese Lake Property is located about 320 kilometers north-northeast of Thunder Bay and is comprised of 368 claim units representing approximately 5,888 hectares. The focus of the Weese Lake Property is a confirmed extensive mafic-ultramafic intrusion into an Archean volcanic sequence into which mafic intrusions of Proterzoic age are expected to cut the Archean unit, based on aeromagnetic data. Old drill holes from work in the 1960’s and 1970’s have shown semi-massive to massive sulphide interceptions of up to 10 meters long
associated with mafic to ultramafic rocks at several drill hole locations over a strike length of more than 10 kilometers. Combined copper and nickel assays from these drill holes exceeded one percent in multiple holes. Assays for minor elements (i.e. PGEs) associated with copper and nickel were not reported.
In addition, to these principal properties, Minfocus holds claims and interests in four other groups of claims in the Nipigon Lake region of northwest Ontario. The total number of claims held by Minfocus, including the Nipigon Reefs Property and the Weese Lake Property, is 1,757 claims representing approximately 27,600 hectares.
The following is a summary of certain unaudited financial information of Minfocus for the years ended February 28, 2011, 2010 and 2009.
| Year Ended | Year Ended | Year Ended | |||||||
| February 28, 2011 | February 28, 2010 | February 28, 2009 | |||||||
| ($) | ($) | ($) | |||||||
| (unaudited) | (unaudited) | (unaudited) | |||||||
| Cash/Receivables | 247,039 | 39,101 | 6,522 | ||||||
| Interest/Expenditures in Exploration Properties | 713,030 | 115,973 | - | ||||||
| Total Assets | 960,469 | 155,074 | 6,522 | ||||||
| Liabilities | 80,517 | 30,879 | 750 | ||||||
| Net loss and comprehensive loss | 186,294 | 45,668 | 448 | ||||||
| Basic and diluted net loss per share | 0.03 | 0.01 | 0.00 |
Terms of the Transaction
Pursuant to the terms of the Letter Agreement, Pembroke will acquire all of the issued and outstanding shares of Minfocus in exchange for common shares of Pembroke (the "Payment Shares") on a two-for-one basis, or approximately a total of 21,921,276 Pembroke shares. The Payment Shares will be issued to the shareholders of Minfocus pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Payment Shares will be subject to seasoning period and resale restrictions as required under the applicable securities legislation and may be subject to escrow restrictions as required by the Exchange.
As part of the Transaction, an aggregate of 2,750,000 common shares of Pembroke, owned by certain directors, officers and shareholders of Pembroke and currently held in escrow, will be sold to directors and officers of Minfocus at a purchase price of $0.075 per share.
It is expected that upon completion of the Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 Mining Issuer on the Exchange.
Completion of the Transaction is subject to a number of conditions, including execution of a definitive share exchange agreement, completion of satisfactory due diligence and receipt of applicable regulatory approvals. There can be no assurance that the 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 for minimum gross proceeds of $1,000,000 (the "Concurrent Financing"). In connection with the Concurrent Financing and subject to regulatory approval, the Company may pay agent's commissions and/or finder's fees in cash or securities in accordance with the policies of the Exchange. The proceeds from the Concurrent Financing will be used by the Resulting Issuer to finance the recommended work programs on the Properties and for general working capital. All securities issued pursuant to the Concurrent Financing will be subject to seasoning period and resale restrictions as required under the applicable securities legislation.
Insiders of the Resulting Issuer
It is expected that the board of directors and management of the Resulting Issuer will be comprised of the following individuals:
Gerald Harper, Ph.D.,P.Eng.(Ont.),P.Geo.(Ont.) – President & CEO, Director - Geologist and senior international mineral resource industry executive with experience in senior and junior resource companies. Founder and President of Minfocus and international geological consulting firm, Gamah International Inc. Served as Board Member and Past President of PDAC. Co-discoverer of Magma Metals (TSX:MMW) (OOTC:MMTDF) ’ Current Lake PGE deposit in Ontario.
Kenneth de Graaf, M.A.Sc.(Met. Eng.) – Senior Vice President, Director – Chemical/Metallurgical Engineer and senior international mineral resource industry executive with extensive experience in mineral resource development and evaluation consulting and in junior resource companies. Co-discoverer Centerra Gold (TSX:CG) ’s Gatsuurt deposit in Mongolia and Western Prospector Group’s Gurvanbulag Uranium deposit. Broad experience in M&A and Public/Private Financings in mineral resource industry (+$50 million).
Graham Wilson – Ph.D.,P.Geo(Ont.) – Director – Senior independent consultant geologist/mineralogist with wide experience serving resource exploration and mining development companies, and various government agencies. Founder and Principal of Turnstone Geological Services Ltd. Specialist in geology/mineralization of gold, PGE and base metals. Co-discoverer of Magma Metals’ Current Lake PGE deposit in Ontario.
Mark Selby – B.Comm(Honours) – Director – Senior executive in corporate strategic planning and business development specializing in base metals and other commodities. Presently a Senior VP Business Development at Royal Nickel Corporation (TSX:RNX) (OOTC:RNKLF) , and a former senior executive with Inco Ltd. He has been a senior consulting adviser to mining companies, equity and hedge funds. Extensive experience as executive leading management teams in developing and planning M&A activities in the mineral resource industry.
Gavin Cooper - Chief Financial Officer - Senior executive and Chartered Accountant with over 20 years of public company experience. Mr. Cooper has served recently as Chief Financial Officer with VRB Power Systems Inc., a TSXV listed (2003-2008), President and CEO of Catamaran Ferries International Inc. through the wind-up phase of the BC Government's fast ferries program (1996- 2001), Also Mr. Cooper was a Senior Audit Manager at Ernst & Whinney in Vancouver, BC; London, UK; and Capetown, South Africa. Mr. Cooper serves currently as Director of two TSXV listed companies, Nevada Geothermal Power (TSXV:NGP) (OTCBB:NGLPF) and Pinestar Gold Inc. (OOTC:PNSTF) (TSXV:PNS)
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Pembroke intends to apply for an exemption from sponsorship requirements, however, there is no assurance that it will be able to obtain this exemption.
Trading Halt
In accordance with Exchange policies, Pembroke's common shares are currently halted from trading and will remain so until the documentation required by the Exchange for the Transaction can be provided to the Exchange and may remain halted until completion of the Transaction.
For further information please contact:
Vince Sorace
Chief Executive Officer
Phone: 604.639.9056
Statements in this press release regarding Pembroke's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the 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 TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE AND IF APPLICABLE PURSUANT TO EXCHANGE REQUIREMENTS, MAJORITY OF THE MINORITY 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 A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.
THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE 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.