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KIL.P Killick Capital Corp Com Npv

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Killick Capital Corp Com Npv TSXV:KIL.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Killick Capital Announces Letter of Intent for Qualifying Transaction

09/06/2008 11:28pm

Marketwired Canada


Killick Capital Corp. ("Killick" or the "Company") (TSX VENTURE:KIL.P), a
capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the
"TSX-V"), has entered into a letter of intent dated May 29, 2008 (the "LOI")
with all of the shareholders of 1518164 Ontario Inc. ("Ontario Inc."), a private
Ontario company, to acquire all of the issued and outstanding securities of
Ontario Inc. (the "Transaction"). The Transaction will constitute Killick's
"Qualifying Transaction" under the applicable policies of the TSX-V.


Ontario Inc. holds 100% right, title and interest to 79 mineral claims (1140
units) located in the Province of Ontario (the "Property") directly to the east
of the gold and molybdenum rich Geraldton Mining Camp. The Property was
initially staked by the founders of Ontario Inc., which includes Stephen Stares,
Michael Stares, Wayne O'Connor, Robert Duess and Clint Barr. Results of recently
conducted airborne magnetic surveys over the Property appear to support the
findings from exploration activity previously conducted in and around the
Property which indicate the geology of the area is host to gold mineralization.
Since the signing of the LOI, Killick has staked an additional 31 claims (460
units) adjacent to the Property, which will be included as part of the land
package comprising the Property. Total costs to be incurred by Killick in
respect of the additional staking are expected to be approximately $60,000.00.


Pursuant to the terms of the LOI, subject to execution of a definitive purchase
agreement and receipt of applicable regulatory and TSX-V approvals, Killick
intends to acquire all of the issued and outstanding common shares of Ontario
Inc. in consideration for (i) 5,500,000 common shares of Killick having a deemed
value of $0.19 per common share; (ii) an aggregate cash payment of $160,000 to
the shareholders of Ontario Inc.; and (iii) the granting of a 2% net smelter
return royalty applicable to minerals and metals, and a 10% gross override
royalty applicable to diamonds and gems, over the Property. Killick retains the
right to purchase one-half of each royalty at any time prior or after the
commencement of production on the Property. The aggregate consideration being
paid by Killick implies an entity value for Ontario Inc. of approximately
$1,205,000.


The Transaction is an arm's length transaction as none of the insiders of
Killick or their associates and affiliates has any interest in the business of
Ontario Inc., or is otherwise an insider of, or have any relationship with,
Ontario Inc. or its direct or indirect shareholders. Accordingly, the
Transaction is not subject to Killick shareholder approval.


Board of Directors and Insiders of Killick

Upon completion of the Transaction, it is anticipated that Killick's board of
directors will be composed of five members, including the three members
currently sitting on its board, who are Andrew McCarthy, Steve Vanry and Ken
Thorsen, plus two new directors. All of the current directors of Ontario Inc.
will resign from their board positions upon completion of the Transaction, and
will not have a right to appoint any directors to the board of Killick. The
Company may call a meeting of shareholders prior to completion of the
Transaction in order to appoint the new directors of the Company. It is
anticipated that the only insiders of the Company following completion of the
Transaction will be the five board members.


It is intended that one of the two new board members of Killick will be Mr.
David McCarthy who is currently unrelated to either Killick or Ontario Inc. Mr.
McCarthy is a lawyer qualified to practice law in the Province of Ontario and
the Province of Newfoundland and Labrador. Mr. McCarthy brings experience from a
wide variety of industries including tobacco, airline and telecommunications.


For biographical information on the current insiders and members of the board of
directors of Killick, please refer to the Company's Prospectus dated December
20, 2007.


Sponsorship of the Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by
the TSX-V unless exempt in accordance with TSX-V policies. The Company is
currently reviewing the requirements for sponsorship and may apply for exemption
from sponsorship requirements on the basis that it may conduct a concurrent
brokered financing of at least $500,000 in connection with the Transaction (the
"Financing"), such financing to be completed through a duly registered brokerage
firm. There is no assurance Killick will ultimately obtain the exemption from
sponsorship requirement.


The Company will issue a subsequent news release with further information on
sponsorship and/or its plans for Financing.


Proforma Capital Structure

The Company currently has 9,025,000 common shares issued and outstanding,
3,505,000 of which are held in escrow. An additional 1,020,000 common shares are
reserved for issuance on the exercise of options. Without including any
securities issued in connection with a potential concurrent financing, upon
closing of the Transaction the Company will have approximately 14,525,000 common
shares issued and outstanding. There may also be additional options granted to
directors, officers and consultants.


All shares issued or issuable to acquire Ontario Inc. will be subject to a four
month hold period from the date of issuance. In addition, shares issued to
principals of Ontario Inc. in connection with the Transaction will be subject to
escrow in accordance with the policies of the TSX-V.


In accordance with TSX-V policies, Killick's shares are currently halted from
trading and will remain so until completion of the Transaction, or until earlier
approved by the TSX-V.


Description of Significant Conditions to Closing

Closing and final acceptance of the Transaction is subject to the satisfaction
of certain conditions, including the completion of airborne surveys of the
Property, fulfilling all remaining filing requirements under the TSX-V policies,
completion of a concurrent Financing or sponsorship report (as applicable), and
the filing of Killick's Filing Statement and related consents on SEDAR.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, TSX-V acceptance and if required by TSX-V policies, 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 Qualifying 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-V has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release.


On behalf of the Board of Directors,

Andrew McCarthy, President, C.E.O. & C.F.O.

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