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D-Fense Capital Provides Update on Qualifying Transaction and Amends Terms of Private Placement
By: Marketwired .
Dec. 6, 2012 12:38 PM
MONTREAL, QUEBEC -- (Marketwire) -- 12/06/12 -- D-Fense Capital Ltd. ("DFC" or the "Corporation") (TSX VENTURE:DFC.H), a Capital Pool Company ("CPC") trading on the NEX under the symbol DFC.H, wishes to provide and update on the completion of its previously announced qualifying transaction (the "QT") and also wishes to announce that it is amending the terms of its previously announced private placement (see news releases dated August 27 and October 19, 2012 for more information).
New Terms and Conditions of Private Placement
DFC announces that, subject to regulatory approval, it has decided to increase the size of the private placement and reduce the offering or exercise price of the securities offered in connection therewith. As such, the Corporation will complete a private placement offering (the "Offering") for minimum gross proceeds of $660,060 (the "Minimum Offering") and maximum gross proceeds of $868,950 (the "Maximum Offering"). The Minimum Offering will consist of the sale and issuance of 394 units (the "Units") at a price of $990 per Unit ($390,060) and of 270 flow-through units (the "FT Units") at a price of $1,000 per FT Unit ($270,000). Each Unit is comprised of 6,600 common shares (the "Shares") at a price of $0.15 per Share and 3,300 warrants (the "Warrants"), each Warrant entitling the holder thereof to acquire one (1) additional common share at a price of $0.25 per share for a period of twenty-four (24) months following the closing of the Offering. Each FT Unit is comprised of 5,000 flow-through common shares (the "FT Shares") at a price of $0.20 per FT Share. The Maximum Offering will be comprised of a combination of Units and FT Units, subject to a maximum of 605 Units and 270 FT Units. The Offering will close concurrently with and will be conditional on the completion of the QT.
The proceeds of the Offering shall be used (i) to fund the expenses relating to the completion of the QT (including the fees of the Offering); (2) to fund the exploration expenses to be incurred by DFC under the Option; and (3) for general corporate purposes. The Corporation expects to proceed with the closing of the QT and the Offering by no later than December 31, 2012.
Qualifying Transaction - Summary of Events
On March 16, 2011, the Corporation announced that it had entered into a letter agreement dated March 15, 2011 (the "Agreement") with North American Exploration Ltd. ("NAE"), a private company, whereby NAE has granted DFC the sole and exclusive option (the "Option") to acquire its 100% interest in 4 mining claims totalling approximately 272 hectares, located in the Ogden Township, District of Timmins, Porcupine Mining Division, Province of Ontario (the "Property"). The Corporation subsequently issued news releases on August 27, 2012 and October 19, 2012 to provide additional information on the QT and the concurrent Offering.
DFC received from Mr. Robert Ritchie, P.Eng., a qualified person within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), a NI 43-101 compliant Technical Report on the Property (the "Report"). The acquisition of the Property by DFC constitutes a QT in accordance with the policies of the TSX Venture Exchange (the "Exchange").
The Property encompasses an area of approximately 672 acres (272 hectares) covered by 17 mineral claim units in 4 mining claims located in the Porcupine Mining Division of northeastern Ontario.
Under the terms of the Option, DFC will acquire all of NAE's right, title and interest in the Property for the following consideration:
(a) Cash payment of $10,000 to NAE (amount already paid by DFC);
(b) The issuance of 210,000 common shares of DFC to NAE within 10 business days after the date of the final Exchange Bulletin (at a deemed price of $0.30 per share); and
(c) incur the following exploration expenditures on the Property:
(i) a minimum of $150,000 of exploration expenditures on or before the date that is twelve (12) months following the closing date; and
(ii) a minimum of $150,000 of exploration expenditures on or before the date that is twenty- four (24) months following the closing date.
The Agreement further provides that upon exercise of the Option, NAE shall retain a net smelter return royalty on the Property of 2.5% (the "Royalty"). DFC will have the right to acquire 0.5% of the Royalty at any time for a lump sum of $1,000,000.
The Property is located within the Timmins city limits and is approximately 6 km west of the city center in Timmins, in the District of Cochrane, Porcupine Mining Division, Ogden Township. The property is centered at the following co-ordinates: latitude 48 degrees 24' 30" N and longitude 81 degrees 25' 30" W. The Property is accessible by road via King's Highway #101, by train via the Ontario Northland Railway branch line, and by air through the services of Air Canada Jazz, Bearskin Airways, Thunder Airlines and Air Creebec.
Access is available from Timmins by the municipal Dalton Road past the Spruce Needle Golf Course and the Grant logging road. Heavy equipment can be transported via Mallette Bridge road, to the south of the wafer board plant and by turning south on a gravel road to the Property located on the Dalton road. Winter road access to the Property, from Timmins city center, is available via bush road accessing the DeSantis Mine property and along the power line right of way to the northwestern corner of the claim holdings. Numerous bush roads and trails also exist thru out each of the above townships with certain key routes are readily accessible by high clearance, 4 wheel drive motor vehicles, during the dry field season.
The Property has been subjected to limited detailed geological mapping and geophysical survey investigations as a result of the thick overburden, glacial cover and poor surface rock exposures available thru out this general area.
During the recent past, a CAD $145,903 diamond drill program consisting of 4 holes (1,625 meters) was successfully completed on the Property by Lateegra Gold Corp ("Lateegra"), between February 14 to March 3, 2010. At that time the Property was under option to Lateegra and the drill program was carried out under the direction of Lateegra's Qualified Person. The purpose of the diamond drill program was to test induced polarization anomalies and confirm geological rock formation data collection as previously delineated by others.
The program conducted by Lateegra in 2010 confirmed the Property to be located in the Abitibi Greenstone Belt and to be comprised predominately of mafic to ultramafic volcanic rock units, sedimentary rock units and calc-alkaline porphyry rock units. The assay sampling results from the diamond drill program core confirmed that no economic gold values were present in the area tested.
Based on the Report, it is of the opinion of Mr. Ritchie that future gold and base metal depositional targeting on the Property should be centered upon:
-- silicified iron bearing shear structures, as these are known to host gold and/or base metal mineralization, within high strain rock deformation areas; -- prioritizing the role pre-existing fold geometry, relative strain intensity, original basinal topography and stratigraphy has contributed to the deposition of mineralization; -- evaluating primary mineralization targets as to cherty iron formations, rather than historical mafic volcanic sediment interfaces; -- evaluating base metal and/or gold bearing mineralized intersections hosted within iron formation structures; -- delineation of gold and/or base metal mineralized zones, thru the detailed application of geological structural control mapping for lineation, alteration and rock strain characteristics; and -- a determination of the optimal geological environments, for the presence of gold and base metal mineralized off shoots in association with enhanced silicification.
To date, gold bearing mineralized zones within this general area, have been delineated thru targeting diamond core drill hole collaring by application of data received from: strong geophysical Max-Min (HLEM) anomalies as previously defined thru VLF-EM conductor ground surveys having strong chargeability and elevated resistivity as determined by geophysical Time Domain IP survey.
Mr. Ritchie recommends that DFC commission an independent structural geology interpretive study, based upon available geophysical airborne, ground mag, induced polarization data, in an attempt to establish productive investigative techniques and exploration tools to aid in sourcing potentially narrow width gold and/or base metal mineralized structures.
In Mr. Ritchie's opinion, the Property claim holdings, represent an interesting mineralization environment that warrants additional exploration work towards defining significant mineralized targets by application of ground seismic survey, ground induced polarization survey, overburden auger drilling, soil sampling, and detailed MMI programs. Due to a lack of detail information on structural complexity interpretation, in this geological area, the Property represents a relatively high level of risk and a cautious, staged approach to advancing any exploration work activity is warranted.
According to Mr. Ritchie, what is not to be disregarded is the potential of discovering a sizeable low grade gold resource, with possible existing flank gold bearing mineralized horizons of silicified iron formation, argillite and feldspar porphyry. A large, low grade gold resource could be most attractive to existing gold mining operations in the Porcupine Camp.
Mr. Ritchie recommends that the following planned exploration work program, for a total estimated cost of $459,540, be undertaken on the Property towards facilitating the following objectives:
-- incorporate all available historical topographical contouring, geological surface mapping, surface works, airborne geophysics, ground geophysical, overburden soil sampling and general diamond core drill data into a 3-D model data base, in accordance with the UTM datum; -- complete a detail reconnaissance geological mapping work program on a 200' center to center grid; -- complete a detail review covering all available digital data from previous airborne and ground geophysical surveys and catalogue the results; -- complete a seismic survey to determine the actual overburden soil depth and delineate apparent rock formation structural control features (fault structures), over the known East to West airborne and ground geophysical anomalies; -- complete a detail IP (induced polarization) survey over selected anomalous areas as determined from the work programs completed above; -- complete a detail overburden soil sampling auger cased drill program, over selected anomalous areas as determined from the IP geophysical program detailed above; and -- extend the surface and sub-surface rock exposures, thru bedrock trenching and/or stripping methods, for those areas in which the anomalous areas delineated above do not exceed a vertical distance from surface greater than 35 ft.
The estimated costs of this Phase "I" are $320,390. A decision to proceed with the Phase II work program should be considered as contingent upon the receipt of positive program results from the Phase I work programs, prior to committing to additional expenditures on the Property.
-- complete 750 meters of diamond core drilling, prioritized as to the results of target identification from the seismic, geophysical, soil sampling work programs outlined above in Phase I.
The estimated costs of this Phase "II" are $139,150.
Relationship of the parties
DFC and NAE are dealing at arm's length in connection with the Option, accordingly the QT is not a "Non-Arm's Length Qualifying Transaction" within the meaning of the policies of the Exchange. As such, the approval of the shareholders of DFC will not be required. Upon completion of the QT, it is expected that DFC will be listed on the Exchange as a Tier 2 mining issuer.
Presently, DFC has 6,400,000 common shares issued and outstanding. DFC also has a stock options entitling optionees to subscribe for a total of 188,000 common shares at a price of $0.20 per share expiring on August 28, 2013.
Conditional Listing Approval
Completion of the QT is subject to completion of the Offering and acceptance by the Exchange.
The Resulting Issuer
As at the date hereof, the Corporation's Board of Directors is comprised of four (4) members: Robert Ayotte, Robert Talbot, Michel Lesage and Pierre Forget. On June 11, 2012, Mr. Ayotte was nominated President of the Corporation in replacement of Mr. Christian Perrier, following his resignation. Mr. Robert Talbot is the acting Chief Financial Officer of DFC. The Corporation's Audit Committee is currently comprised of three (3) members, being Robert Talbot (in his capacity as CFO), Michel Lesage and Pierre Forget (in their capacity as Independent Directors of the Corporation). The names and backgrounds of all persons who will, upon completion of the QT, be directors or officers of the resulting issuer are set forth below:
Robert Ayotte, President, Chief Executive Officer and Director
Mr. Ayotte is President of Gestion Somiray Inc., a corporation specialized in management of mining corporation and administrative services, since 1995. He is also Chairman and a Director of Brionor Resources Inc., a public mining exploration company, since September 2009. Mr. Ayotte was also appointed Chief Financial Officer of NQ Exploration Inc. in October 2011. Mr. Ayotte has been involved in the junior mining industry at senior levels for the last thirty five years. He served as a Vice President, Corporate Finance for two Canadian brokerage firms. He sits on several Board of Directors of public companies. Mr. Ayotte holds a Bachelor degree in Administration of the Universite du Quebec a Trois-Rivieres.
Benoit Forget, Chief Financial Officer
Mr. Forget holds a Bachelor in Accounting from the Universite du Quebec a Montreal (UQAM). Mr. Forget is currently Controller of Adventure Gold Inc., a mining exploration company listed on the TSX-V. He was also Controller for several public corporations such as Aurvista Gold Corporation (from November 2010 to May 2012), Normabec Resources Ltd. (from 2005 to 2009), Brionor Resources Inc. (from 2009 to April 2011) and Mistral Pharma Inc. (from 2006 to February 2009).
Robert Boisjoli, Director
Mr. Boisjoli is a Chartered Accountant (CA) and a Chartered Business Valuator (CBV), and holds a Bachelor in Commerce and Diploma in Accounting from Concordia University (Montreal). Mr. Boisjoli is currently Managing Director at Atwater Financial Group and Chief Financial Officer of Brionor Resources Inc. and Adventure Gold Inc. He is also Director and audit committee Chairman for several public corporations. Mr. Boisjoli spent several years at senior executive levels or as co-founder in the pharmaceutical industry and in the biotechnology sector with Topigen and Xanthus. Robert Boisjoli was also an Investment Banker with various Canadian securities firms.
Joseph Campbell, Director
Mr. Campbell is a professional geologist with 30 years of experience in the exploration and mining business, including roles as Chief Geologist of various gold and base metal mines, and as Project Manager of advanced mine development projects and economic feasibility studies. Much of his career has been with major mining companies, specifically Noranda and Western Mining Corporation. In 2002 he co-founded GeoVector Management Inc., a successful geoscientific consulting firm based in Ottawa. Highlights of his career include the definition of a 250 million tonne Nickel laterite deposit in Cuba (Pinares) while he was Chief Geologist, and the discovery of a 5 million ounce resource at Meliadine in Nunavut (now owned by Agnico-Eagle) which he managed through to feasibility.
Michel Lesage, Director
Mr. Lesage is President of Nirvana Heat Pump Inc, a manufacturing company that specializes in the conception, development and manufacturing of products that use thermodynamic technology including pool heat pumps. Mr. Lesage spent approximately twenty years in the management of small corporations and has assisted several small companies at going puplic through the CPC program. He is a Director of Vigil Locating Systems Corp., which engages in the development, commercialization, and manufacturing of vehicle location and recovery systems using global positioning system (GPS) technology in Canada. He holds a Bachelor's degree in Administration from UQAM.
In accordance with the policies of the Exchange, DFC has received confirmation from the Exchange that the QT will be exempt from sponsorship requirements.
DFC is a CPC within the meaning of the policies of the Exchange. Once the QT and the Offering are completed, DFC will commence operations as a Tier 2 mining issuer. Trading of the common shares of DFC on the NEX is currently halted and it is anticipated that trading will remain halted until completion of the QT.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Caution Regarding Forward-Looking Statements
This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of DFC. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. DFC does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf.
Neither the TSX Venture 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.
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