Pacific Wildcat Resources Corp.: Definitive Agreement Signed
April 18 2008 - 2:19PM
Marketwired Canada
Pacific Wildcat Resources Corp. (NEX:PAW.H) ("PAW" or the "Company") is pleased
to announce the signing of a Definitive Agreement, dated for reference April 16,
2008, with Bolan Holdings Limited ("Bolan"), an arm's length private company
incorporated in the Seychelles, whereby PAW will acquire from Bolan all of the
issued capital of Tantalum Mineracao e Prospeccao Limitada ("TMP"), a Mozambican
company that owns certain mining leases and related assets in Mozambique.
Bolan is owned by Perine Assets Corporation, a private British Virgin Isles
incorporated company.
As previously advised (see Press Release Titled "A NEW TANTALUM RESOURCES
COMPANY" dated October 12th, 2007) the Company is currently without active
business operations and in recent years has been focusing on seeking out a
suitable asset or business to acquire for the purpose of re-commencing active
operations with a view to increasing shareholder value. It is expected that the
transaction will constitute a reverse takeover ("RTO") under the policies of TSX
Venture Exchange (the "Exchange") and will be the basis for the Company
graduating from the NEX board to the main board of the Exchange. Upon completion
of the transaction, the Company will be in the business of mineral exploration
and development with an initial focus on the exploration and development of the
TMP mining leases.
ASSETS TO BE ACQUIRED
TMP's 310 square kilometre project area is situated in north-eastern Mozambique
along a band of pegmatite rocks which have historically been the subject of
tantalum production and exploration. TMP's leases cover several tantalum
occurrences including the currently dormant Muiane Mine and seven other
previously mined areas. None of the leases have been subject to modern
exploration techniques; however, the areas of previous mining activity provide
delineated exploration targets, both near surface and at depth. RSG Global has
completed a National Instrument 43-101 compliant technical report on the
property interests and historical resources on the property interests.
In addition to the leases, TMP's assets include camp facilities, plant and
equipment, and some preliminary site construction at Muiane.
TERMS OF AGREEMENT
There have been some changes to the final terms of the Agreement from those
outlined in the media release dated the 12th October 2007 discussing the Letter
of Intent (LOI).
Under the agreement and subject to certain conditions precedent, the
consideration payable to Bolan to acquire TMP is as follows:
(a) On closing, a cash payment of US$2.0m and the issuance to Bolan of 9,262,410
shares in PAW; and
(b) A commitment by PAW to complete 6,000m of drilling on exploration of the
leases within 18 months of closing (with 1,500m having to be completed by
November 30 2008); and
(c) In the event that within 18 months of closing, independent verification is
received that the quantity of recoverable pounds of tantalum (Ta2O5) on the
leases is greater than the existing recoverable pounds of tantalum (agreed as
338,020 pounds Ta2O5) PAW will be required to issue up to an additional 7.5m
shares to Bolan. The number of shares issued is tied to the quantity of
additional recoverable pounds of tantalum identified (for the issue of 7.5m
shares the quantity of recoverable pounds of tantalum must increase by more than
300% from the existing recoverable pounds). PAW will have the right, at its sole
discretion, to pay cash (at a rate of US$0.35 per share) to Bolan in lieu of the
issuance of up to 20% of the additional shares that it may be required to issue.
The condition precedents include the completion by PAW of a majority arms length
financing on a private placement basis that will result in gross proceeds to PAW
of a minimum of US$4m and maximum of US$6m, final confirmation of the mining
licences being in good standing, approval of PAW's shareholders and regulatory
acceptance.
COMPANY STRATEGY POST CLOSURE
Upon completion, the transaction with Bolan will position PAW as a new tantalum
resource explorer with ownership of a significant ground position in Mozambique
containing areas of historic tantalum mining and defined exploration targets.
Mozambique is one of the fastest growing and more secure of the African
economies driven primarily by large resource developments such as BHP Billiton's
Mosul and Corridor Sands projects and CVRD's Moatize coal project.
The Company's strategy will be to aggressively explore delineated targets on the
TMP leases with the objective of increasing the existing resource base to a
level sufficient to support a five year production plan, at a minimum. Work has
already commenced on planning the first drilling program on the numerous walk up
drill targets with drilling expected to commence within three months of closing.
In order to facilitate achievement of the Company's strategy, PAW has brought
together an outstanding management team who have substantial financial and
mining industry experience, some with particular expertise in the tantalite
sector.
Longer term, the Company intends to become a major mine supplier to the tantalum
market, building out from an operating base in Mozambique.
THE TANTALUM MARKET
The mineral tantalite is used in a wide range of electronic devices to regulate
power in circuit boards. It is extensively used in modern appliances such as
mobile phones and computers. Tantalite also has applications as an alloy to
strengthen and provide heat and corrosion resistance.
The supply side of tantalum market is characterised by the exhaustion of the
United States strategic stockpile sales, few mines of scale and a lack of new
mine developments. The demand side is characterized by few processors of
tantalite concentrates and numerous electronic and metals fabricators of
tantalum metal.
TRANSACTION PROCESS
The Company will immediately commence fundraising activities and work with its
advisers to satisfy all conditions precedent and to comply with all regulatory
requirements and approvals. The aim is to complete the fundraising and close the
transaction prior to the end of June 2008.
BOARD OF DIRECTORS AND MANAGEMENT
Subject to completion of the transaction, the Board of Directors of the Company
will be reconstituted and a new management team put in place.
Mr. Peter Lalor will retire as Chairman and non-executive Director. Mr Terry
Lyons will be appointed as Non Executive Chairman in conjunction with the
completion of the transaction. Mr. Lyons, B. Appl. Sc. (Civil Engineering) and
MBA, has over 33 years experience in the natural resource, manufacturing, real
estate, merchant banking and corporate restructuring activities. He is currently
Chairman of Northgate Minerals Corporation and a Director of Canaccord Capital
Inc., Polaris Minerals Corporation and a number of other public and private
corporations. Mr. Lyons is past Chair of the Mining Association of British
Columbia and serves on the Advisory Board of the Ivey School of Business at the
University of Western Ontario. In 2007 he was awarded the Inco Medal for Service
to the Mining Industry by the Canadian Institute of Mining and Metallurgy.
Mr. Darren Townsend, an Australian mining engineer with 15 year's industry
experience, will be appointed President and Chief Executive Officer. Darren was
previously Mine Manager at the Wodgina tantalum mine in Western Australia -
currently the largest producing tantalite mine in the world. Until recently, he
was the Managing Director of an Australian based junior exploration company.
Mr. David Paull, an Australian chartered accountant, will become a non-executive
Director. David spent many years as the Executive General Manager - Marketing
and Business Development with Sons of Gwalia Ltd., then the world's largest
tantalite producer. He is currently a Principal of Perth based LVR Fund Pty
Ltd., a private investment company, and Retyre Services.
Mr. Rakesh Garach and Mr. Yunis Shaik will join the Board as non-executive
Directors representing Bolan.
Mr. Garach, a South African chartered accountant, is a former Chief Operating
Officer of Deutsche Bank in South Africa as well as former partner with Ernst
and Young in South Africa.
Mr. Yunis Shaik, a South African lawyer, specializes in labour relations. His
experience includes an appointment as a Senior Commissioner on the South African
Commission for Conciliation, Mediation and Arbitration from 1999 to 2001.
Bolan will also appoint a third director to the board once a suitable candidate
has been identified.
Mr. Brian Flower, a Canadian mining industry executive, will step down as
President and Chief Executive Officer but continue as a non-executive Director.
Brian, who has served as an officer and director of PAW for 13 years, is a
Principal of Vancouver based advisory firm Trio International Capital Corp.,
Executive Chairman of White Mountain Titanium Corporation, President of Orsa
Ventures Ltd. and a Director of Aurcana Corporation.
Mr. Chris Lalor, an Australian lawyer who has also served with PAW for 13 years,
will continue as a non-executive Director. Chris has extensive legal and
commercial experience in the mining industry, including the tantalum sector.
ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC WILDCAT RESOURCES CORP.
Brian Flower, President
Completion of the transaction is subject to a number of conditions, including
Exchange acceptance and disinterested shareholder approval. 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 to be prepared in connection with the transaction, any information
released or received with respect to the RTO may not be accurate or complete and
should not be relied upon. Trading in the securities of Pacific Wildcat Inc.
should be considered highly speculative.
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