Turnberry Resources Ltd. (TSX VENTURE:TUR.P) ("Turnberry" or, the "Company"), a
Vancouver based Capital Pool Company listed on the TSX Venture Exchange (the
"Exchange"), is providing an update on the status of its "Qualifying
Transaction" further to its news release dated September 1, 2011.
Qualifying Transaction - Update
The Company is pleased to announce that it has received Exchange conditional
approval to close its "Qualifying Transaction".
The Company is also pleased to announce that it has posted a Filing Statement
dated February 20, 2012 on SEDAR (www.sedar.com) disclosing the details of its
Qualifying Transaction and concurrent private placement financing. The
Qualifying Transaction is scheduled to close on or about March 1, 2012 and
remains subject to final Exchange approval.
The Company entered into an option agreement dated effective September 1, 2011
with Eagle Plains Resources Ltd. ("Eagle Plains") to earn up to a 75% interest
in the Wildhorse Property located 30 km north-east of Cranbrook in British
Columbia, Canada (the "Option Agreement"). The Option Agreement constitutes an
arm's length transaction and, in accordance with Exchange policies, will not be
subject to shareholder approval.
Under the terms of the Option Agreement, Turnberry will acquire a 60% interest
in the Wildhorse Property in exchange for aggregate payments and share issuances
to Eagle Plains of $495,000 and 950,000 post sub-division common shares (please
see below under "Turnberry to Proceed with Share Subdivision") over a period of
five years, and by incurring expenditures of C$4,900,000 on the Wildhorse
Property over the same time period. Upon Turnberry earning a 60% interest in the
Wildhorse Property, a joint venture will be formed between the parties.
Turnberry is entitled to earn a further 15% interest in the Wildhorse Property,
for an aggregate 75% interest, by making all expenditures required to deliver a
bankable Feasibility Study on the Wildhorse Property by no later than the eighth
anniversary of the date of regulatory approval of the Qualifying Transaction.
The Wildhorse Property is subject to a 4% gross metal royalty ("GMR") payable to
Eagle Plains, of which 2% may be bought out by Turnberry for $2,000,000 within 3
years of the commencement of commercial production. As well, Turnberry will have
the right of first refusal on the sale of the GMR.
Upon completion of the Option Agreement, all common shares held by Principals of
Turnberry (as such term is defined in the Exchange's policies) will be held in
escrow in accordance with the policies of the Exchange.
Turnberry to Proceed with Share Subdivision
Turnberry is pleased to announce that the Company is proceeding to complete the
subdivision of its outstanding common shares on the basis of three (3) new
shares for every one (1) old share. The subdivision is being effected in
anticipation of the Company's Qualifying Transaction first announced on
September 1, 2011 (as discussed above).
The directors have set a record date of February 15, 2011 for the subdivision.
Within five business days following the record date, the Company's registrar and
transfer agent will mail, to the shareholders of record, share certificates
representing the additional shares they are entitled to as a result of the
subdivision.
The following table sets forth the effect the subdivision will have on the
Company's outstanding securities as of the date hereof:
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Before the Subdivision After the Subdivision
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(Number and type of outstanding (Number and type of outstanding
security) security)
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2,100,000 common shares 6,300,000 common shares
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50,000 incentive stock options 150,000 incentive stock options
exercisable to purchase 50,000 common exercisable to purchase 150,000
shares at an exercise price of $0.20 common shares at an exercise price of
per share. $0.10 per share
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100,000 agent's compensation warrants 300,000 agent's compensation warrants
exercisable to purchase 100,000 common exercisable to purchase 300,000
shares at an exercise price of $0.20 common shares at an exercise price of
per share $0.10 per share
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The above table does not take into consideration the 10,600,000 common shares of
the Company to be issued on the closing of the proposed private placement (see
below).
The Company has made the necessary filings with the TSX Venture Exchange to
complete the subdivision. The proposed subdivision remains subject to final
Exchange approval. The Company will also not be changing its name in conjunction
with the subdivision.
Proposed Private Placement - Update
The company has received conditional approval to undertake, concurrently with
the closing of the Qualifying Transaction, a non-brokered private placement of
up to 10,600,000 units of the Company at a price of $0.05 per unit, for gross
proceeds of up to $530,000. Each unit will consist of one post sub-division
common share and one post sub-division common share purchase warrant. Each
warrant will entitle the holder to acquire one additional post sub-division
common share of the Company at a price of $0.10 a share for period of five years
from closing.
The Company received approval from the Exchange to increase the size of the
private placement from 10,400,000 units, as disclosed in the Company's September
1, 2011 news release, to 10,600,000 units, as described above.
The proceeds of this private placement will be used to fund the costs associated
with completing the Qualifying Transaction, the proposed work programs on the
Wildhorse Project, and for general working capital purposes.
The Company will issue a news release announcing the closing of the Private
Placement.
Directors and Officers of the Resulting Issuer
On completion of the Qualifying Transaction, the directors, senior officers,
insiders and senior advisors of the resulting issuer are anticipated to be:
David E. De Witt, Chief Executive Officer and Director
Mr. De Witt is a founder and chairman of Pathway Capital Ltd., a Vancouver based
private venture capital company. Mr. De Witt graduated with a BComm/LLB from the
University of British Columbia in 1978 and practiced corporate, securities and
mining law until his retirement from the practice of law in January 1997. He
currently holds directorships in a number of public companies involved in the
natural resource field and has experience in resource projects located in Latin
America, North America and Asia.
Chris Cooper, Director
Mr. Cooper has over fourteen years experience in oil and gas management and
finance. Mr. Cooper earned a Bachelor of Business Administration degree from
Hofstra University and an MBA from Dowling College. Mr. Cooper co-founded
several successful junior and intermediate oil and gas companies including
Benchmark Energy Corp., Choice Resources Corp., Watch Resources Ltd. and Banks
Energy Inc.
Robie Kendall Sterling, Director
Mr. Sterling has acted as a lumber trader for more than 20 years in the province
of British Columbia. Prior to this time, Mr. Sterling attended British Columbia
Institute of Technology and received a diploma in marketing.
Robert F. Blair, Director
Mr. Blair previously acted as the Vice-President, Exploration for Avanti Mining
Corp. From 1989-1999 he was Chief Geologist for Cyprus Amax Inc. Since 1999, he
has been a consulting economic geologist. Prior to 1989, Mr. Blair was Chief
Geologist for Coeur d'Alene Mines and Geology Superintendent at the Coeur
Rochester Mine. Before 1986, Mr. Blair was Senior Technical Specialist for the
Getty Minerals Division of Getty Oil; Consulting Geologist for Perry, Knox,
Kaufman; and Chief Geologist for Oceanic Oil. From 1961 to 1969 he was a
geologist at the Climax mine and then Senior and Resident Geologist for the
Urad-Henderson operations of the Climax Molybdenum Division of Amax Inc. Mr.
Blair was one member of the team of three geologists directly responsible for
the discovery of the world-class Henderson molybdenum mine at Red Mountain,
Empire, Colorado. He has more than 35 years of experience directly devoted to
the exploration and discovery of porphyry molybdenum and copper deposits.
Jason Tong, Chief Financial Officer
Mr. Tong is a Chartered Accountant and holds a Bachelor's of Commerce Degree in
Accounting from the University of British Columbia. Mr. Tong is currently the
Controller of Pathway Capital Ltd., a Vancouver based private venture capital
firm. Previously he was a senior accountant at an international shipping company
and a professional staff accountant at an international accounting firm where he
gained experience in financial reporting and corporate budgeting.
Charles Warren Beil, Corporate Secretary
Mr. Beil is the General Counsel to Pathway Capital Ltd., a private venture
capital firm headquartered in Vancouver, British Columbia. Prior to joining
Pathway, Mr. Beil practiced corporate and securities law with a leading
international law firm headquartered in Vancouver, British Columbia.
Trading in the Company's common shares on the TSX Venture Exchange will remain
halted pending the completion of the Qualifying Transaction.
ON BEHALF OF TURNBERRY RESOURCES LTD.
David De Witt, Chief Executive Officer and Director
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 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 United
States Securities Act of 1933 and applicable state securities laws or an
exemption from such registration is available.
Forward-Looking Statements
This release contains certain "forward looking statements" and certain
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws. Forward-looking statements can generally be identified by the
use of forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", "continue", "plans" or similar terminology.
Forward-looking statements include, but are not limited to, statements with
respect to the completion of the qualifying transaction, the completion of the
transactions contemplated by the option agreement between Turnberry Resources
Ltd. and Eagle Plains Resources Ltd., the completion of the proposed share
sub-division, the completion of the proposed private placement financing and or
the changes to the directors and officers of the Turnberry Resources Ltd.
Forward-looking statements are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions that, while believed by
management to be reasonable, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Certain of the
statements made herein by Turnberry Resources Ltd. are forward-looking and
subject to various risks and uncertainties, both known and unknown, many of
which are beyond the ability of Turnberry Resources Ltd. to control or predict.
Known and unknown factors could cause actual results to differ materially from
those projected in the forward-looking statements.
Forward-looking information is subject to known and unknown risks and
uncertainties that may cause Turnberry Resources Ltd.'s actual results,
performance or achievements may be materially different from those expressed or
implied by such forward-looking information, and are developed based on
assumptions about such risks, uncertainties and other factors set out here in,
including but not limited to the inherent risks involved in the exploration and
development of mineral properties, the uncertainties involved in interpreting
drill results and other exploration data, the potential for delays in
exploration or development activities, mine development and production costs,
the projected life of the Company's mines, future production levels, the
geology, grade and continuity of mineral deposits, the possibility that future
exploration, development or mining results will not be consistent with the
Company's expectations, accidents, equipment breakdowns, title matters, labor
disputes or other unanticipated difficulties with or interruptions in production
and operations, fluctuating metal prices, unanticipated costs and expenses,
uncertainties relating to the availability and costs of financing needed in the
future, the inherent uncertainty of production and cost estimates and the
potential for unexpected costs and expenses, commodity price fluctuations,
currency fluctuations, regulatory restrictions, including environmental
regulatory restrictions and liability, competition, loss of key employees, and
other related risks and uncertainties. The Company undertakes no obligation to
update forward-looking information except as required by applicable law. Such
forward-looking information represents management's best judgment based on
information currently available. No forward-looking statement can be guaranteed
and actual future results may vary materially. Accordingly, readers are advised
not to place undue reliance on forward-looking statements or information.
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