ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for discussion Register to chat with like-minded investors on our interactive forums.

SCX.H Sagittarius Capital Corp

0.05
0.00 (0.00%)
21 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Sagittarius Capital Corp TSXV:SCX.H 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% 0.05 0.01 0.01 0.00 01:00:00

Sagittarius Capital Announces Amendment to LOI with and Corporate Update for Alpaca Resources

05/04/2011 8:26pm

Marketwired Canada


Sagittarius Capital Corporation (TSX VENTURE:SCX.H) ("Sagittarius" or the
"Company"), a capital pool company, and Alpaca Resources Inc. ("Alpaca"), a
private Ontario-based junior copper exploration company, are pleased to announce
further developments in connection with their proposed business combination,
which will be Sagittarius's qualifying transaction (the "Qualifying
Transaction") pursuant to the policies of the TSX Venture Exchange (the
"Exchange"). Details of the proposed Qualifying Transaction are available in the
Company's press release dated September 7, 2010 on SEDAR at www.sedar.com.


A filing statement in respect of the proposed Qualifying Transaction will be
prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at
www.sedar.com no less than 7 business days prior to the closing of the proposed
Qualifying Transaction. A press release will be issued once the filing statement
has been filed as required pursuant to Exchange policies.


Highlights:



--  Sagittarius and Alpaca amend terms of the Letter of Intent for proposed
    Qualifying Transaction 
    
--  Sagittarius and Alpaca have proposed management and directors for the
    Resulting Issuer 
    
--  Alpaca closes a Pre-QT Financing for total gross proceeds of $3,293,003 
    
--  Alpaca plans to spin out the Iron Butte Property to form a new gold
    company; Alpaca to focus on its flagship Hill Copper project 
    
--  Alpaca acquires the Promissory Note secured against the Rae-Eastman
    Property, which includes surface and mineral rights related to Hill
    Copper project 



Amendment to the Letter of Intent 

The Company has further amended the terms of the letter of intent dated
September 1, 2010, as amended on September 30, 2010 and October 31, 2010 (the
"Letter of Intent") that sets out the basic terms of the proposed business
combination between Sagittarius and Alpaca, which is more particularly described
in the press release of the Company dated September 7, 2010 available on SEDAR
at www.sedar.com.


The amendments to the Letter of Intent include the following: (i) as a result of
the planned spin-out of the Iron Butte Property (as described below), the share
consolidation (the "Share Consolidation") of the common shares of Sagittarius
(the "Common Shares") that is expected to take place immediately prior to the
completion of the Qualifying Transaction has been amended from 1:1.8 basis
(being one (1) post-Share Consolidation Common Share for every 1.8 pre-Share
Consolidation Common Shares) to 1:1.4 basis (being one (1) post-Share
Consolidation Common Share for every 1.4 pre-Share Consolidation Common Shares);
(ii) the exchange ratio of the securities of Sagittarius for the securities of
Alpaca has been amended from 1:1 basis (being one (1) security of the Company
for each one (1) security of Alpaca) to 1:2 basis (being one (1) security of the
Company for each two (2) securities of Alpaca); and (iii) the shareholders of
Alpaca will not be asked to approve a consolidation of the common shares of
Alpaca (the "Alpaca Shares") on a 1:2 basis (being one (1) new Alpaca Share for
every two (2) old Alpaca Shares).


The Share Consolidation will result in Sagittarius shareholders holding
2,992,857 post-Share Consolidated Common Shares and 335,000 post-Share
Consolidation stock options in the resulting issuer (the "Resulting Issuer")
versus 2,327,778 post-Share Consolidation Common Shares and 260,556 post-Share
Consolidation options prior to the amendment. Prior to giving effect to the
financing that Alpaca will undertake concurrently with the completion of the
Qualifying Transaction, the Resulting Issuer will have 37,358,515 Common Shares,
9,696,393 warrants, 1,277,193 broker's warrants and 2,322,500 options issued
outstanding.


Proposed Management and Directors of Resulting Issuer 

The following are brief descriptions of the proposed management and directors of
the Resulting Issuer:


Yannis Banks, CEO and Director 

Mr. Yannis Banks will assume the role of CEO as well as a director of the
Resulting Issuer. Mr. Banks has been with Foundation Markets Inc., a
Toronto-based merchant and investment bank focused on the natural resource
sectors and one of the founders of Alpaca, since 2007. Mr. Banks has been
involved in financing and providing strategic advisory services to a number of
early-stage natural resource companies and evaluating and acquiring mineral
projects in North and South America and Asia. Mr. Banks also serves as the CEO
of Quia Resources Inc., a Colombian gold exploration company listed on the TSXV,
and is on the board of directors of Lakeside Minerals Corp., Caldera Geothermal
Inc. and Arkose Energy Inc., all of which are private companies.


Andres Tinajero, CFO 

Mr. Andres Tinajero, currently the CFO of Alpaca, will continue serving as the
CFO for the Resulting Issuer. Mr. Tinajero has over 15 years of business
experience, having supported a broad range of industries, including
not-for-profit, manufacturing, mining, and retail; establishing a strong
accounting and business skill set, transitioning into the public sector serving
in leadership roles for small and medium-sized companies in extractive
industries. During this same period, he has served as Controller and CFO of a
number of start-ups and medium sized public companies across Canada. He holds
degrees in Business Administration and an MBA, and is also a Member of the
Canadian Institute of Certified Management Accountants and a member of the
Certified Practicing Accountants of Australia


Richard Cleath, President and COO 

Mr. Richard Cleath, currently the Vice President of Exploration of Alpaca, will
assume the role of the President and COO of the Resulting Issuer. Mr. Cleath has
more than 25 years of experience as a geologist and in managing, organizing,
budgeting, planning and executing various mining exploration projects globally.
Most recently, Mr. Cleath played an integral role as Vice President Exploration
with U3O8 Corporation ("U3O8"). Prior to U3O8, Mr. Cleath was Vice President,
Exploration with Absolute Resources Corp., where he negotiated and acquired the
Chaparra mesothermal gold vein project in southern Peru and led the acquisition
of the advanced-stage Andorinhas high-grade gold project in Brazil as Peru
Country Manager of Reliance Mining.


Michael Newbury, Director 

Mr. Michael Newbury, currently the President, CEO and director of Alpaca, will
remain as a director for the Resulting Issuer. Mr. Newbury is an engineer with
40 years experience in the operation, financing and evaluation of natural
resource projects. He was a former partner at Endeavour Financial, which
provided financial and technical advisory services to mining companies. Previous
involvements also include member of senior management at Credit Suisse and
Vice-President of Barclay's Bank of Canada.


Adam Szweras, Director 

Mr. Adam Szweras will serve as a director for the Resulting Issuer. Mr. Szweras
is a partner with the law firm Fogler, Rubinoff LLP and a co-founder of
Foundation Markets Inc., a Toronto-based investment and merchant bank and Exempt
Market Dealer. He has practiced securities law for over 12 years and in his
corporate finance and legal practice focuses on financing and going public
transactions. He acts for mid-market companies looking to raise capital or make
acquisitions and assists private companies in the going public process. 


Bill Williams, Director 

Mr. Bill Williams will serve as a director for the Resulting Issuer. Mr.
Williams is currently Vice-President, Corporate Development of Orvana Minerals
Corp. ("Orvana"). He has held various positions in minerals exploration and
project development throughout the Americas with Western Mining, Northern Orion,
Phelps Dodge and Freeport McMoran Inc. He received his Ph.D. in Economic Geology
from the University of Arizona.


Scott Jobin-Bevans, Director 

Mr. Scott Jobin-Bevans will serve as a director for the Resulting Issuer. Mr.
Jobin-Bevans is a geologist with more than 20 years of mineral exploration
industry experience, Co-Founder and Director of Caracle Creek International
Consulting Inc., President of Treasury Metals Inc., Director of Mukuba Resources
Ltd., and President of the Prospectors and Developers Association of Canada
(PDAC).


Richard Brown, Director 

Mr. Richard Brown will serve as a director for the Resulting Issuer. Mr. Brown
is a geologist with extensive experience in the Americas and a track record for
sourcing and acquiring projects, currently COO of Amarillo Gold Corp. and Vice
President, Business Development of Quia Resources Inc. For the last 15 years he
has lived in South America, establishing local companies and acquiring a
portfolio of mining properties in Ecuador, Peru, Argentina and Brazil. Mr. Brown
combines a thorough knowledge of the local business culture with an extensive
network of industry contacts and a track record of acquiring significant assets.


Stanley B. Keith, Director 

Mr. Stanley B. Keith will serve as a director for the Resulting Issuer. Mr.
Keith is a geologist responsible for discovery of 18 mineral deposits on 3
continents. 


Jay Vieira, Corporate Secretary 

Mr. Vieira is a partner with law firm Fogler, Rubinoff LLP specializing in
corporate finance and securities law. Mr. Vieira has acted for both domestic and
international corporations and investment dealers and has been involved in a
broad range of transactions including public offerings, private placements and
acquisitions, involving both domestic and international corporations.


Pre-QT Financing of Alpaca 

Further to the Company's press release dated September 24, 2010 available on
SEDAR at www.sedar.com, Alpaca has completed a private placement consisting of
four tranches for total gross proceeds of $3,293,003 (the "Pre-QT Financing"),
pursuant to which it has issued 32,930,030 units (the "Units") at $0.10 per
Unit. Each Unit is comprised of one (1) Alpaca Share and one half of one (1/2)
Alpaca Share purchase warrant (an "Alpaca Warrant"). Each Alpaca Warrant is
exercisable into one Alpaca Share at an exercise price of $0.25 for a period of
24 months. 


Foundation Markets Inc., Canaccord Genuity Corp. and Union Securities Ltd.
(collectively, the "Agents") acted as agents for a portion of the Pre-QT
Financing, with the balance being non-brokered. Commission of 8% cash and 8%
broker's warrants was paid to the Agents. 


After giving effect to the Pre-QT Financing, Alpaca has 68,851,316 Alpaca
Shares, 19,392,785 Alpaca Warrants, 2,554,385 broker's warrants and 3,975,000
options issued and outstanding. 


Alpaca plans to use the proceeds of the Pre-QT Financing for exploration,
evaluating further acquisition opportunities, and general corporate purposes.


Iron Butte Spin-Out into New Gold Company 

Prior to the completion of the Qualifying Transaction, it is expected that
Alpaca will spin out the Iron Butte gold property (the "Iron Butte Property"),
which is currently held by its wholly owned subsidiary Arizona-Alpaca Resources
Corp. ("AARC"), into a new gold company ("GoldCo"). Initially, Alpaca plans to
retain up to 40% interest in GoldCo, while the balance of the shares of AARC
will be returned to the Alpaca shareholders as a capital dividend. Alpaca's
initial interest in GoldCo, and following completion of the Qualifying
Transaction, the resulting issuer's interest in GoldCo, is expected to be
diluted by a financing which will be undertaken to fund the GoldCo. It is
expected that GoldCo will focus on becoming a publicly listed gold company
initially focusing on drilling at the Iron Butte Property with the aim of
establishing a 43-101-compliant resource as well as pursuing other synergistic
gold property acquisitions. The formation of GoldCo will allow Alpaca to focus
on its flagship Hill Copper project while unlocking the value in the Iron Butte
Property asset, and will allow its shareholders to have focused exposure to both
copper and gold in two pure-play vehicles.


Rae Eastman Promissory Note 

On March 1, 2011, SOGC Resources Corp. ("SOGC"), a wholly owned subsidiary of
Alpaca, entered into a Note Purchase Agreement ("Agreement") with Lesco
Enterprises Inc., Stephen M. Rae, David A. Rae. Cochise County Reality Inc. and
Allred Law Office. The acquisition was completed on March 14, 2011, pursuant to
which SOGC has purchased a promissory note (the "Promissory Note") dated April
17, 2008 with an original principal sum of $1,014,000 secured against the Deed
of Trust of certain real property located in Cochise County, Arizona, which
includes surface rights and mineral rights (the "Rae-Eastman Property") related
to the Hill Copper project. Alpaca has paid $819,062 for the Promissory Note.
The Promissory Note is in default and foreclosure proceedings are in process,
which Alpaca plans to continue. 


About Sagittarius Capital Corporation 

The Company is a NEX-listed company and was formerly classified as a Capital
Pool Corporation as defined in the TSX Venture Exchange Policy 2.4. The
Company's principal business is the identification and evaluation of assets or
businesses with a view to completing a Qualifying Transaction within the meaning
of Exchange policies.


In accordance with the Exchange policies, the Common Shares are currently halted
from trading, and it is intended that they will remain halted until completion
of the Qualifying Transaction.


About Alpaca Resources Inc.

Alpaca is a Canadian junior exploration company with advanced and early-stage
copper and gold exploration properties in the Western United States. Alpaca's
focus is on its flagship Hill Copper project in Arizona, which is in the
advanced exploration stage. Alpaca's objective is to define a 43-101 resource at
the Hill Copper project and continue to advance the project towards feasibility.


Other Information 

Completion of the Qualifying Transaction is subject to a number of conditions
including, but not limited to, Exchange acceptance and if applicable pursuant to
Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the Qualifying 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 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 information disclosed in this press release regarding Alpaca was provided by
Alpaca without review or investigation by Sagittarius, and as such, Sagittarius
does not accept any responsibility for the accuracy of such disclosure.


Forward-Looking Statements 

This press release contains "forward-looking information", as such term is
defined in applicable Canadian securities legislation. There can be no assurance
that such information will prove to be accurate or that management's
expectations or estimates of future developments, circumstances or results will
materialize. Accordingly, readers should not place undue reliance on
forward-looking information. The forward-looking information in this press
release is made as of the date of this press release, and each of Sagittarius
and Alpaca disclaim any intention or obligation to update or revise such
information, except as required by applicable law.


1 Year Sagittarius Capital Corp Chart

1 Year Sagittarius Capital Corp Chart

1 Month Sagittarius Capital Corp Chart

1 Month Sagittarius Capital Corp Chart