Kesselrun Resources (formerly Aleeyah Capital) Announces Completion of Qualifying Transaction and Concurrent Financing
22 Julho 2012 - 3:25PM
PR Newswire (Canada)
VANCOUVER, July 24, 2012 /CNW/ - Kesselrun Resources Ltd. (the
"Company" or "Kesselrun" or "KES"), formerly Aleeyah Capital Corp.
("Aleeyah"), is pleased to announce that it closed its Qualifying
Transaction and concurrent financing on July 18, 2012 (the "Closing
Date"). Resumption of Trading The Company anticipates that its
common shares will resume trading on the TSX Venture Exchange (the
"Exchange") on or about July 25, 2012 under the symbol "KES". The
Qualifying Transaction The Company acquired (the "Transaction")
options to acquire up to a 100% interest in and to 713 units (the
"Property") covering 11,408 hectares located in Bluffpoint Lake
Township, with portions extending into the townships of Lawrence
Lake, Napanee Lake and Barker Bay in the Kenora Mining Division of
Northwestern Ontario. First Option To exercise its first option to
acquire a 60% undivided interest in the Property, the Company must
make the cash payments and issue 4,000,000 common shares as set out
below: (a) on the Closing Date, issue to Michael Thompson (the
"Optionor") 2,000,000 common shares (issued); and (b) on or before
the 1stanniversary of the Closing Date, pay the Optionor $100,000
and issue to the Optionor an additional 1,000,000 Resulting Issuer
Shares; and (c) on or before the 2nd anniversary of the Closing
Date, pay the Optionor $100,000 and issue to the Optionor an
additional 1,000,000 Resulting Issuer Shares. The Company may
accelerate the payment to the Optionor at any time and such
accelerated payment shall be credited against any share issuance
and/or cash payment obligations under the terms of the Options. The
Property is subject to a royalty payable to the Optionor equal to a
2.0% NSR, of which 1.0% may be purchased by the Resulting Issuer at
any time for the payment of $1,000,000; leaving the Optionor with a
final 1.0% NSR. If the Optionor decides to dispose of its
remaining 1.0% NSR, the Resulting Issuer shall have the first right
of refusal to acquire that remaining 1% NSR on the same terms and
conditions that the Optionor proposes to dispose of its NSR.
If the Optionor proposes to dispose of its NSR, the Optionor shall
deliver to the Resulting Issuer written notice of the Optionor's
intention to dispose of its NSR and the terms of the proposed
disposition. The Resulting Issuer shall have thirty (30) days
from receipt of such disposal notice to notify the Optionor in
writing that the Resulting Issuer intends to exercise its option
(s) and acquire the Optionor's NSR. If the Resulting Issuer
has duly exercised its option to acquire the NSR from the Optionor,
the Resulting Issuer shall then have sixty (60) days to deliver to
the Optionor the full payment price for the NSR. Option Committee
The Company has established a three member committee comprised (the
"Option Committee") comprised of Ali Hakimzadeh, James Beesley and
John Da Costa. The Option Committee is expected to meet on a
periodic basis to assess the results of exploration conducted by
the Company to date and determine whether the Company should
continue to exercise the First Option or, if applicable, the Second
Option. The Option Committee may take advice from Michael
Thompson, Caitlin Jeffs, and any experts that the Option Committee
considers necessary or advisable into consideration in its
deliberations. The Option Committee shall have the power to: (a)
Retain appropriately skilled technical advisors to assist the
Option Committee in its ongoing evaluation of the Property and to
pay such advisors accordingly through cash and incentive stock
options; (b) Determine whether the Resulting Issuer shall make the
cash payments and/or share issuances to the Optionor under the
terms of the First Option and/or the Second Option and, upon the
majority of the Option Committee determining to make required cash
payments and/or share issuances for the period, Aleeyah shall make
the particular cash payments and/or share issuances, as the case
may be; (c) Determine whether the Resulting Issuer shall enter into
the Joint Venture with the Optionor in accordance with the terms of
the Joint Venture Agreement; (d) Assess any Acquired Interest and,
upon a majority decision in favour, give notice to the Optionor
that the Resulting Issuer intends to exercise its option to
purchase the Acquired Interest, and to effect the purchase thereof;
and (e) Determine whether the Resulting Issuer shall acquire any
portion of the Optionor's NSR on the terms and considitons set out
in Section 2.3 of the Option Agreement. For greater certainty,
other than the initial share issuance of 2,000,000 Resulting Issuer
Shares, the Resulting Issuer is prohibited from paying any amount
to the Optionor or issuing any Resulting Issuer Shares to the
Optionor unless a majority of the Option Committee gives its
approval for the particular cash payment or share issuance. Second
Option Within sixty (60) days of the Resulting Issuer exercising
the First Option and acquiring a 60% undivided interest in and to
the Property, the Option Committee shall notify (the "Second Option
Notice") the Optionor whether the Resulting Issuer intends to
exercise the Second Option to acquire a 100% interest in and to the
Property. If the Option Committee does not deliver the Second
Option Notice to the Optionor within this sixty (60) day timeframe,
the Second Option shall automatically terminate and the Resulting
Issuer shall be deemed to have elected to enter into the Joint
Venture with the Optionor. Upon duly delivering the Second Option
Notice to the Optionor, the Resulting Issuer shall earn the
exclusive and irrevocable right and option (the "Second Option") to
acquire the outstanding 40% interest in and to the Property (so
that the Resulting Issuer would have a 100% interest in and to the
Property). In order to exercise the Second Option, the
Resulting Issuer must pay the Optionor a cash amount of Two Hundred
Thousand dollars ($200,000) and issue to the Optionor an additional
two million Resulting Issuer Shares at or before the third
anniversary of the Closing. Pursuant to the terms of an Option
Agreement dated March 31, 2012 between Aleeyah and Michael
Thompson, Aleeyah issued 2,000,000 common shares to Mr. Thompson on
close of the Transaction. These shares have been deposited
into escrow with Computershare Investor Services Inc. in accordance
with the terms and conditions of a Form 5D escrow agreement.
Aleeyah also issued 200,000 shares to RAB Holdings Corp as a
finder's fee. Upon close of the Transaction, the concurrent
financing, as described below, and the Finder's Fee, the Company
has 16,900,000 common shares issued and outstanding, 1,690,000
share purchase options and 200,000 warrants. The Company is
now a Resource Issuer listed on Tier 2 of the Exchange. Name Change
Concurrent with the Closing of the Transaction, the Company changed
its corporate name from Aleeyah Capital Corp. to Kesselrun
Resources Ltd. Concurrent Financing Concurrent with the closing of
the Transaction, the Company completed a concurrent, non-brokered
financing (the "Offering"). Pursuant to the Offering, the
Company sold 10,700,000 common shares at a price of $0.10 per share
for gross proceeds of $1,070,000. No finder's fees were paid
in connection with the Offering. The securities sold in the
Offering are subject to a six month hold period expiring January
18, 2013. The proceeds from the Offering will be used to fund
the exploration program recommended in the Company's National
Instrument 43-101 technical report entitled "Aleeyah Capital Corp.
Technical Report On The Bluffpoint Gold Project Kenora Mining
Division Ontario, Canada" dated April 12, 2012 (effective December
31, 2011)(as filed on Sedar.com), option costs and for general
working capital. Board of Directors & Management Concurrent
with closing of the Transaction, the board of directors of the
Company was restructured. Don Graham and Rich Joyes resigned
from the board of directors of the Company. The Company would
like to thank Mr. Graham and Mr. Joyes for their respective
contributions to the Company. Michael Thompson, Caitlin Jeffs
and John Da Costa were appointed to the board. The board of
directors of KES is now comprised of Michael Thompson, Caitlin
Jeffs, John Da Costa, James Beesley and Ali Hakimzadeh. Mr.
Thompson was appointed President and CEO of the Company and John Da
Costa was appointed to act as CFO and Corporate Secretary of the
Company. Transfer within escrow Concurrent with the Closing of the
Transaction, 1,200,000 common shares of the Company held in escrow
under the terms of a CPC Escrow Agreement dated July 27, 2011 were
transferred from former directors and officers of the Company to
the incoming directors and officers. Don Graham, Rich Joyes
and Ke Feng (Andrea) Yuan each transferred 400,000 common shares to
Michael Thompson, Caitlin Jeffs and John Da Costa at a price of
$0.10 per share. These shares remain in escrow under the
terms of the CPC Escrow Agreement. Stock Options Concurrent with
the Closing of the Transaction, the Company granted 1,290,000
incentive stock options to its directors, officers, employees and
consultants. The Stock Options shall be exercisable at a
price of $0.10 per share for a period of five (5) years from the
Closing Date of the Transaction. Description of the Property The
Bluffpoint property is an early stage exploration property covering
11,408 hectares in Northwest Ontario's Wabigoon Subprovince.
The Wabigoon Subprovince is host to recent multi-million ounce gold
discoveries such as the Hammond Reef and Rainy River
deposits. The Bluffpoint property is a large tonnage
granodiorite hosted gold target with similar geology, structural
controls and mineralization styles as Osisko Mining's Hammond Reef
deposit (NI 43-101 compliant inferred resource of 530.6 million
tonnes at a grade of 0.62 grams/tonne gold for 10.52 million ounces
of gold - News Release November 7(th), 2011). The Bluffpoint
property was previously explored by Homestake Mining in the early
1990's outlining an approximately 400m by 100m zone of gold
mineralization. On Behalf of the Board of Directors of KESSELRUN
RESOURCES LTD. Per: "Michael Thompson" Michael Thompson, President,
CEO and Director "Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release." Kesselrun Resources Ltd. CONTACT: For
any additional information please contact Adam Rabiner
at604-868-7881.
Copyright
Kesselrun Resources Ltd. (TSXV:AAY.P)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Kesselrun Resources Ltd. (TSXV:AAY.P)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024