Kesselrun Resources (formerly Aleeyah Capital) Announces Completion of Qualifying Transaction and Concurrent Financing
July 24 2012 - 6:21AM
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 1st( )anniversary 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.
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