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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 Results of AGM Voting, Resignation of Board Member and Amended and Restated LOI

08/11/2011 5:48pm

Marketwired Canada


Sagittarius Capital Corporation (TSX VENTURE:SCX.H) ("Sagittarius" or the
"Company"), a capital pool company, announces the outcome of voting at its
October 13, 2011, Annual General Meeting ("AGM"); the resignation of long-time
board member, Thomas Vukovich; and an amended and restated LOI with Alpaca
Resources Inc. ("Alpaca"), a non-reporting issuer incorporated under the laws of
the Province of Ontario on March 10, 2010.


Highlights from the AGM:

With more than 95% of the eligible votes cast at the meeting voting with
management, Sagittarius:




--  Re-appointed Collins Barrow Toronto LLP as auditors of the Company; 
    
    
--  Elected Robin Sundstrom, Gary Hokkanen, Maurice Colson, Thomas Vukovich,
    Brian Illion, and Jim Macpherson as directors of the Company; 
    
    
--  Ratified and approved the Company's 10% rolling stock option plan; 
    
    
--  Ratified and approved the 1.4:1 share consolidation outlined in the
    Management Information Circular in preparation for the closing of its
    Qualifying Transaction with Alpaca Resources Inc.; 
    
    
--  Passed the special resolution to change the Company's name to Cave Creek
    Minerals Inc. 
    



Note, the name change and share consolidation will not come into effect until
the Company has closed its Qualifying Transaction with Alpaca.


Subsequent to the AGM:

Mr. Thomas Vukovich submitted his resignation from the Sagittarius Board of
Directors effective October 14, 2011. The Board thanks Mr. Vukovich for his
service and wishes him well in his future endeavours.


Amended and Restated LOI:

On September 1, 2010, the Company and Alpaca entered into an arm's-length
binding letter agreement (as amended and restated on July 27, 2011) in
connection with negotiating a transaction to effect a business combination of
the Company and Alpaca. On October 25, 2011, the LOI was further amended to
include Cave Creek Precious Metals Inc. ("CCPM"), a non-reporting issuer
incorporated under the laws of the Province of Ontario on October 25, 2011, as a
party. The highlights of the Amended and Restated LOI are as follows:




--  Sagittarius agrees to incorporate a wholly owned subsidiary ("SubCo") to
    amalgamate with Alpaca upon the Closing of the Qualifying Transaction.
    For every two (2) Alpaca shares, the Alpaca shareholder shall receive
    one (1) post-consolidation Sagittarius share, valued at $0.35; all
    outstanding Alpaca warrants, options and broker warrants shall receive
    Sagittarius warrants, options, and broker warrants at the same ratio as
    described above. 
    
    
--  Sagittarius agrees to incorporate a wholly owned subsidiary ("Gold
    SubCo") to amalgamate with CCPM upon the Closing of the Qualifying
    Transaction. For every one (1) CCPM share, the CCPM share holder shall
    receive one (1) post-consolidation Sagittarius Share, valued at $0.35;
    all outstanding CCPM warrants, options and broker warrants shall receive
    Sagittarius warrants, options, and broker warrants at the same ratio as
    described earlier in this paragraph. 
    
    
--  In order to create a separate gold focused division of the resulting
    issuer, CCPM will buy Cave Creek Gold Corp., a wholly owned subsidiary
    of Alpaca which holds the option to acquire the Iron Butte gold
    property, on terms to be agreed with the purchase price to be based on
    an independent third-party valuation. 
    
    
--  CCPM shall complete a financing (the "QT Financing") concurrently with
    the completion of the Qualifying Transaction in order to meet the
    minimum listing requirements of the Exchange for gross proceeds of a
    minimum of $3.3 million to a maximum of $6 million (see terms more fully
    described below under the heading "The QT Financing"). 
    
    
--  Upon the completion of this series of transactions, which will
    constitute the Sagittarius Qualifying Transaction, both Alpaca and CCPM
    will be wholly owned subsidiaries of the Company.
    



The QT Financing:

CCPM shall complete the QT financing concurrently with the completion of the
Qualifying Transaction for gross proceeds of a minimum of $3.3 million to a
maximum of $6 million. The QT financing is expected to be priced at $0.35 per
unit, with each unit comprised of one (1) CCPM share and one half of one CCPM
warrant, with each whole CCPM warrant exercisable into one (1) CCPM share at an
exercise price of $0.50 for a period of twenty-four (24) months from the date of
issuance, subject to acceleration in certain circumstances. 


Pursuant to a restated engagement letter with Canaccord Genuity Corp.
("Canaccord") and Foundation Markets Inc. ("FMI") dated November 7, 2011,
Canaccord and FMI will act as co-agents on the QT Financing and receive a cash
commission equal to 8% of the funds raised and broker warrants equal to 8% of
the units sold in the QT financing. Each broker warrant is comprised of one (1)
CCPM share and one half of one CCPM warrant, with each whole CCPM warrant
exercisable into one (1) CCPM share at an exercise price of $0.50. Each broker
warrant is exercisable at $0.35 for a period of twenty-four (24) months from the
date of issuance. In consideration for Canaccord providing fiscal advisory
services including a sponsorship report to the TSX Venture Exchange, it shall
also receive a cash fee of $40,000 and 100,000 units under the QT Financing. 


Pursuant to the financial advisory agreement between Alpaca and Foundation
Opportunities Inc. ("FOI"), a sister company to FMI, Alpaca shall pay to FOI a
consulting fee equal to 1% plus applicable taxes of the funds raised under the
QT financing except on any funds sourced directly by FMI. Alpaca shall also pay
to FOI a success fee of $85,000 upon the completion of the Qualifying
Transaction. 


Principal Shareholders and Select Financial Information of Alpaca

The principal stakeholders of Alpaca is Foundation Financial Holdings Corp.
("FFHC"), which owns and operates a Toronto-based Merchant Bank and Exempt
Market Dealer, that owns beneficially, directly or indirectly, or exercises
control or direction over approximately 10.33% of the Alpaca Shares. FFHC is
controlled by Jeremy Goldman (of North York, Ontario), Yannis Banks (of Toronto,
Ontario) and The Goomie Trust, a trust formed under the laws of the Province of
Ontario, whom together hold a 95% interest in FFHC. 


As of June 30, 2011, Alpaca had total assets of $2,961,462, total liabilities of
$1,943,120, and a working capital deficiency of $456,820.


Principal Shareholders and Select Financial Information of CCPM

The principal stakeholder of CCPM is its sole director and Officer Chris
Hazelton (of Barrie, Ontario), that owns one CCPM share, being all of the issued
and outstanding shares of CCPM. 


CCPM is a newly incorporated company and as such, there is no material financial
information available at this time. 


The Amended and Restated LOI and a draft filing statement have been submitted to
the TSX-V for their review and consideration. Management looks forward to the
completion of this transaction. 


Post-Closing Pro Forma Capital Structure:

Upon the closing of the Qualifying Transaction and assuming the completion of
the maximum QT Financing, the pro forma capital Structure of the resulting
issuer shall be as follows:




--  56,716,372 post-consolidation Company shares (2,992,857 post-
    consolidation Company shares to exchange for 4,190,000 pre-consolidation
    Company shares; 36,480,658 post-consolidation Company shares to exchange
    for 72,961.316 Alpaca shares; 17,142,857 post-consolidation Company
    shares to exchange for 17,142,857 CCPM shares issued under the maximum
    QT Financing; 100,000 post-consolidation Company shares to exchange for
    100,000 CCPM shares issued to Canaccord pursuant to the Canaccord
    engagement letter); 
    
    
--  19,338,654 post-consolidation Company warrants (10,717,226 post-
    consolidation Company warrants to exchange for 21,434,451 Alpaca
    warrants; 8,571,429 post-consolidation Company warrants to exchange for
    8,571,429 CCPM warrants issued under the maximum QT Financing; 50,000
    post-consolidation Company warrants to exchange for 50,000 CCPM warrants
    issued to Canaccord pursuant to the Canaccord engagement letter); 
    
    
--  2,991,121 post-consolidation Company broker warrants (1,619,693 post-
    consolidation Company broker warrants to exchange for 3,239,385 Alpaca
    broker warrants; 1,371,429 post-consolidation Company broker warrants to
    exchange for 1,371,429 CCPM broker warrants issued under the maximum QT
    Financing); and 
    
    
--  2,622,500 post-consolidation Company options (335,000 post-consolidation
    Company options to exchange for 469,000 pre-consolidation Company
    options; 2,287,500 post-consolidation Company options to exchange for
    4,575,000 Alpaca options).
    



About Alpaca Resources Inc.

Alpaca is a Canadian junior exploration company with advanced exploration stage
gold and copper properties in the Western United States. Alpaca's gold portfolio
consists of the Iron Butte project in Lander County, Nevada, approximately 8
miles south of the Cove-McCoy mine, which produced 3.4 million ounces of gold
and over 110 million ounces of silver. Extensive historical drilling has been
done on the Iron Butte property. Alpaca's objective is to define an NI 43-101
compliant resource. Alpaca's copper portfolio consists of the Hill Copper
project located in Cochise County, Arizona. 


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.


"Completion of the 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 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. 


This news release does not constitute an offer to sell or a solicitation of an
offer to sell any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. persons unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.


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 Sagittarius disclaims
any intention or obligation to update or revise such information, except as
required by applicable law.


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