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HEC.P Haviland Enviro Corp

0.13
0.00 (0.00%)
06 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Haviland Enviro Corp TSXV:HEC.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.13 1.00 0.25 0 01:00:00

Hedger Capital Inc. Enters Into Letter of Intent for Acquisition of Oretech Resources Inc.

14/05/2009 11:55pm

Marketwired Canada


Hedger Capital Inc. ("Hedger") (TSX VENTURE:HEC.P), a Vancouver-based Capital
Pool Company listed on the TSX Venture Exchange (the "Exchange") is pleased to
announce that it has entered into a letter of intent (the "LOI") dated May 14,
2009 with Oretech Resources Inc. ("Oretech" or the "Company"), a Vancouver-based
private company incorporated under the British Columbia Business Corporations
Act, to purchase all of the issued and outstanding common shares of Oretech or
otherwise complete a business combination with Oretech (the "Acquisition").


The Acquisition, if completed, will constitute Hedger's "Qualifying Transaction"
under the policies of the Exchange. The Acquisition is an arm's length
transaction and it is not anticipated that shareholder approval of the
Acquisition will be required by the Exchange. Trading of Hedger's shares on the
Exchange has been halted and will remain halted until the Exchange approves the
recommencement of trading.


Oretech has entered into a non-binding letter of intent (the "Condor LOI") with
Condor Resources Inc. ("Condor") (TSXV: CN), an Exchange-listed company, which
sets out the proposed terms of an option agreement pursuant to which Oretech may
acquire up to a 70% interest in Condor's Becker gold property, located in
southern Chile. Oretech and Condor are proceeding with the negotiation of a
binding option agreement containing the terms of the Condor LOI and the Condor
LOI contains a binding exclusivity provision in effect until the execution of
such agreement. It is a condition of the closing of the Acquisition that Oretech
enter into a binding option agreement with Condor in respect of the Becker
property substantially on the terms of the Condor LOI.


Share Exchange

Under the terms of the LOI, Hedger will acquire all of the issued and
outstanding common shares of Oretech ("Oretech Shares") in exchange for the
issuance of common shares of Hedger ("Hedger Shares") on the basis of one Hedger
Share for each Oretech Share outstanding. There are currently 7,483,33 Oretech
Shares issued and outstanding and, pursuant to the terms of the LOI, up to
2,400,000 additional Oretech Shares will be issued by way of a private placement
which will take place prior to the closing of the Acquisition. This will result
in Hedger issuing an aggregate of 9,883,333 Hedger Shares to acquire Oretech. In
addition, subject to Exchange approval, Hedger will issue 100,000 Hedger Shares
to an arm's length party to Hedger and Oretech as a finder's fee in respect of
the Acquisition . Upon completion of the Acquisition, Oretech will become a
wholly-owned subsidiary of Hedger. Hedger is expected to change its name in
conjunction with the Acquisition to such name as may be acceptable to applicable
regulatory authorities. Assuming completion of the Acquisition, Hedger expects
that it will be a Tier 2 Mining Issuer.


Concurrently with the execution of the LOI, Oretech is advancing Hedger a
non-interest bearing unsecured bridge loan in the amount of $20,000 (the "Bridge
Loan"). Upon the closing of the Acquisition or the termination of the
Acquisition, the Bridge Loan will be converted into 400,000 Hedger Shares.


There are currently 3,203,000 Hedger Shares issued and outstanding, as well as
incentive stock options of Hedger exercisable into an additional 320,000 Hedger
Shares. Upon completion of the Acquisition and the conversion of the Bridge
Loan, and not including those securities to be issued in the Hedger Private
Placement as defined and discussed below, there are expected to be 13,586,333
Hedger Shares issued and outstanding.


Upon completion of the Acquisition, all Hedger Shares issued to holders of
Oretech Shares upon completion of the Acquisition may be subject to resale
restrictions under applicable securities laws and the policies of the Exchange.
In addition, all Hedger Shares held by Principals of Hedger (as such term is
defined in the policies of the Exchange) may be subject to escrow restrictions
in accordance with the policies of the Exchange. The new Principals of Hedger
will include former shareholders of Oretech.


Proposed Private Placement

As a condition of the Acquisition, Hedger is required to complete, concurrently
with the closing of the Acquisition, an equity private placement (the "Hedger
Private Placement") to raise aggregate gross proceeds sufficient to meet the
Exchange's minimum listing requirements upon the closing of the Acquisition. The
number, type and price of the securities to be issued in the Hedger Private
Placement will be determined by Hedger and Oretech in the context of market
conditions and the minimum listing requirements.


The proceeds of the Hedger Private Placement will be used to fund the costs
associated with completing the Acquisition, the initial work program on the
Becker gold property and for general working capital purposes.


Stock Options

Subject to the rules, policies and approval of the Exchange, it is contemplated
that concurrently with the completion of the Acquisition, Hedger will issue
additional stock options to directors, officers, employees and consultants of
Hedger as approved by Oretech and in accordance with Hedger's 10% rolling stock
option plan. The options will have an exercise price equal to the price of the
securities issued in the Hedger Private Placement and will be exercisable over a
period of five years from the completion of the Acquisition.


Conditions Precedent

The parties' obligations to complete the Acquisition are subject to the
satisfaction of customary conditions precedent including:


(a) all necessary approvals of the Exchange and all other regulatory authorities
and third parties to the Acquisition and the Hedger Private Placement being
obtained;


(b) the completion of the Hedger Private Placement;

(c) Oretech having entered into a binding option agreement with Condor
substantially on the terms of the Condor LOI; and


(d) the parties being satisfied with the results of their respective due
diligence reviews in connection with the Acquisition.


Directors, Officers and Insiders

On completion of the Acquisition, the directors, officers and insiders of the
Resulting Issuer (as such term is defined in the policies of the Exchange) are
anticipated to be:


Brett Whitelaw, Chief Executive Officer and Director

Mr. Whitelaw is presently a vice-president and director of Conquest Resources
Limited (TSXV: CQR ). Mr. Whitelaw is also president of Whitelaw Enterprises
Ltd., a consulting services provider. Mr. Whitelaw has over 25 years of
international and domestic business experience, including 12 years in the
financing of junior resource companies. From 1979 to 1999 Mr Whitelaw was an
insurance and retirement advisor to high net worth executives in Vancouver.


Jeremy Ford, President and Director

Mr. Ford is an independent business man with 27 years experience in the
financial services industry in Canada and abroad. Mr. Ford has been involved in
the procurement of financing for junior resource based public and private mining
companies.


Gavin Cooper, Chief Financial Officer and Director

Mr. Cooper is a chartered accountant with over 35 years of experience in all
aspects of financial and general management. He holds an Hons. Bachelor of
Accounting from the University of South Africa. Mr. Cooper is the Chief
Financial Officer of VRB Power Systems Inc. (TSXV: VRB), was formerly the
President and CEO and a Director of Catamaran Ferries International Inc,
Director of Finance & Administration at Yarrows Ltd, Vice President and Director
Pacific Engineered Materials Inc., and Senior Manager at Ernst & Whinney in
Vancouver, BC, London, UK and Cape Town, South Africa. Mr. Cooper is an
accomplished executive with a significant record of achievement in the areas of
strategic change, financial management and working closely with key external
stakeholders in a diversity of leading private sector domestic and international
organizations.


Douglas Willock, Director

Mr. Willock spent 21 years as an investment banker with leading international
and domestic banks before founding Polar Star Mining Corporation (TSXV: PSR) in
2003. From 1996 to 1999 he co-led the mining department of National Bank
Financial's investment banking arm known as Levesque Beaubien Geoffrion Inc.
From 1992 to 1996, he was Vice President and Director of Deutsche Bank
Securities Ltd., spending much of his time arranging mine financings, delivering
fairness opinions and acting in mergers and acquisitions. He was with Exall
Resources Limited, a mining and oil and gas company, from May, 2001 as Vice-
President, Corporate Development and subsequently became a director until
December 2006. Mr. Willock served as Vice-President of Corporate Development of
Silvermet Inc. (TSXV: SYI), a mining company based in Toronto, from January 2005
to June 2007. Since January 2007, Mr. Willock has devoted nearly all of his time
and effort to his role as President and Chief Executive Officer of Polar Star
Mining. Mr. Willock serves as a lead director of Olympus Pacific Minerals Inc.
(TSX: OYM), a Toronto based mining company, which he joined February 2006. Mr.
Willock holds a Master of Business Administration degree with a major in finance
from the Richard Ivey School of Business, a Bachelor of Arts degree from the
University of British Columbia and attended the Beijing Language Institute on a
joint Government of Canada and China scholarship from 1976 to 1977.


In addition, on the closing of the Acquisition, it is anticipated that one
further nominee of Oretech will be appointed to the board of directors of the
Resulting Issuer.


Becker Gold Property

The Becker gold property is located in southern Chile, approximately 250
kilometre south of Santiago and 20 kilometres west of Talca. The property
consists of eight mining concessions comprising a 20 square kilometre area.


The Becker gold property was discovered in the early 1990's by Minera Arauco
Resources Limitada ("Arauco"), a wholly owned Chilean subsidiary of a consortium
of Canadian companies, including Princeton Mining Company, Teck Corporation and
the Northair Group. In 1995 Arauco completed a float sampling and trenching
program on the Becker gold property which discovered a zone measuring some 1500
by 1200 metres within which occurs a significant number of quartz fragments and
boulders up to four metres in diameter. Follow-up work encountered six quartz
veins with strike lengths up to 350 metres and widths varying from 0.5 to 4
metres. Sampling on the veins returned anomalous gold values along the entire
vein lengths.


Hedger and Oretech advise that a National Instrument 43-101 technical report on
the Becker gold property is being prepared and will be submitted to the Exchange
when it is available.


Sponsorship

Hedger will apply to the Exchange for an exemption from the requirement to
obtain a sponsor in connection with the Acquisition; however, there can be no
assurances that an exemption from sponsorship will be granted.


General

Completion of this transaction is subject to a number of conditions, including
but not limited to Exchange acceptance. The transaction cannot close until the
required Exchange 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 a filing statement or other
disclosure document of Hedger to be prepared in connection with the Acquisition,
any information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities of
Hedger should be considered highly speculative.


The TSX Venture Exchange has in no way passed upon the merits of the proposed
Acquisition and has neither approved or disapproved the contents of this news
release.


ON BEHALF OF THE BOARDS

HEDGER CAPITAL INC.

Mark Orsmond, Chief Financial Officer

ORETECH RESOURCES INC.

Brett Whitelaw, President

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