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Share Name | Share Symbol | Market | Type |
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TSXV:BNR | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Canfe Ventures Ltd. ("Canfe") (TSX VENTURE:FEY.P), a capital pool company, is pleased to announce that it has entered into a letter agreement (the "Agreement") accepted on June 4, 2010 with Fame Oriented Holding Limited ("Fame"), Baron Natural Resources Co. Ltd. ("BNR") and Eagle Action Co. Ltd. ("EA") (collectively the "Vendors") to acquire 87.5% of the issued and outstanding shares of Fame, a company incorporated in the British Virgin Islands (the "Transaction"). Fame and its wholly-owned subsidiary Golden Fame (USA) Inc. ("Golden Fame") are privately held junior mining companies holding the rights to earn a 100% interest in the Goldridge Property (the "Property") located in Cochise County, Arizona. Golden Fame, the wholly owned subsidiary, is incorporated in Nevada, USA. The Transaction is intended to be Canfe's Qualifying Transaction as defined under Policy 2.4 of the TSX Venture Exchange (the "TSX-V"). Proposed Transaction Pursuant to the Agreement, Canfe shall, upon completion of the Transaction, issue to the Vendors 16,000,000 common shares of Canfe (the "Canfe Payment Shares") at a deemed price of $0.15 per Canfe Payment Share which will result in the Vendors holding approximately 53% of the outstanding shares of Canfe immediately after the closing of the Transaction. Further, upon completion of the Transaction, Fame shall repay BNR's shareholder loan totaling US$400,000. Both Vendors are incorporated in the British Virgin Islands. BNR is 100% owned by Letty Wan, a Hong Kong resident, and EA is 100% owned by Alex Wong, a Hong Kong resident. Canfe will issue 1,016,667 common shares to an arm's length party as a finder's fee in connection with the Transaction. Trading of the common shares of Canfe has been halted in connection with the dissemination of this news release, and will recommence at such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to TSX-V Policy 2.4. Golden Fame - Goldridge Property A technical report concerning the Property prepared in compliance with National Instrument 43-101 will be filed on SEDAR as part of the Qualifying Transaction. The Gold Ridge project area, located in southeastern Arizona, USA, hosts significant potential for new gold discoveries in steeply dipping, continuous and semi-continuous quartz-sulfide veins. Sinuous, braided veins are found on the surface over a strike length of at least 6000 feet, projecting downward to the historic mines of the Gold Ridge project. Vein continuity on the surface and underground is not known sufficiently well to permit large-scale projections but the length and vertical continuity of the vein and the extent of the historical mining suggest excellent potential to discover new gold deposits comparable in size or bigger than the historic production from the property. Based on Golden Fame's unaudited financial record, from incorporation on September 22, 2009 to March 31, 2010, Golden Fame has spent US$890,864 on the Property. As of March 31, 2010, Golden Fame has US$28,251 in cash and a net working capital of US$17,984. Concurrent Financing Pursuant to the Agreement, Canfe is required to complete, concurrent with the closing of the Transaction, an equity financing by way of a private placement pursuant to applicable laws, rules and regulations to raise $1,200,000 by the issuance of units (the "Units") at a price of $0.15 per Unit. Each Unit will consist of one (1) common share of Canfe and one (1) share purchase warrant (the "Warrants"). Each Warrant shall entitle the holder to purchase, for a period of three years following the closing, one (1) additional common share of Canfe at a price of $0.15 per share. The net proceeds of the financing will be used for costs associated with the Qualifying Transaction, the work program recommended on the Property, maintenance of the Property and to provide general working capital. It is expected that finder's fees will be payable in connection with the financing. The Resulting Issuer On the closing of the Transaction, Canfe anticipates being listed on the TSX-V as a Tier 2 mining issuer. Pursuant to the Agreement, effective at the closing of the Transaction, the Board of Directors of Canfe will consist of four (4) directors. The officers and directors of Canfe upon the completion of the Transaction will include: a. Robert Bick - President, Chief Executive Officer and Director Mr. Bick is President of Click-It Marketing Inc. (formerly Fruits of the Earth Importers Limited). He was formerly the Executive Chairman of Evolving Gold Corp. (TSXV: EVG) and the Chief Executive Officer, President and a director of Triple Dragon Resources Inc. (CNSX: TDRN). b. Savio Chiu - Chief Financial Officer Mr. Chiu is a Chartered Accountant and holds a Degree in Accounting from the University of British Columbia. Mr. Chiu is currently Manager, Corporate Finance of Baron Global Financial Canada Ltd. Previously, he was a professional staff accountant with an international accounting firm where he gained valuable experience leading large teams for audits under Canadian GAAP for public multi-national clients. c. Peter Bryant - Director Mr. Bryant obtained a Bachelor of Commerce from the University of Witwatersrand in Johannesburg, South Africa and is currently a director and a member of the audit committee of Confederation Minerals Ltd. (TSXV: CFM) and Strikewell Energy Corp. (TSXV: SKK). d. Jason Birmingham - Director Mr. Birmingham is an investor, consultant and businessman with over 19 years of experience in founding, growing, financing and managing companies, as well as in the areas of business planning, financing, public markets, and shareholder relations. He has been a director of several Canadian private and public companies. Currently he serves as President of Birmingham Consulting Ltd., director and President of Woodville Pellet Corp., director and President of Datinvest International Ltd. (an NEX listed company) since March 2007, and Fitch Street Capital Inc. (a CPC listed on the TSX-V) since March 2008. Mr. Birmingham is also a director of Cassius, and has been since February 2007. e. Lawrence Dick - Director Dr. Dick received his Ph.D. in Economic Geology from Queen's University and has extensive experience in the exploration and evaluation of base and precious metals deposits worldwide. He has been a director of Pinnacle Mines Ltd. (TSXV: PNL) since September 2008, a director of Copper One Inc. (formerly Continent Resources Inc.) (TSXV: CUO) since January 2008, President, Chief Executive Officer and a director of Confederation Minerals Inc. (TSXV: CFM) since November 2006, and a director of other companies such as Great Bear Uranium Corp. (CNSX: GBR) since January 2008 and Timmins Gold Corp. (TSXV: TMM) since September 2005. Sponsorship Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. Canfe intends to apply for an exemption from the sponsorship requirement. There is no assurance that Canfe will be able to obtain such an exemption. Shareholder Approval The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as defined in TSX-V Policy 2.4) and therefore, it is not expected that approval of Canfe's shareholders will be required. Other Matters Canfe reports that William Majcher has resigned as a director. On behalf of the Board of Directors ON BEHALF OF THE BOARD Robert Bick, Director Completion of the Transaction is subject to a number of conditions, including but not limited to TSX-V acceptance and if applicable pursuant to Exchange Requirements (as defined in the TSX-V corporate finance policy manual), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals are 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 Canfe should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Transaction.
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