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TJC.P Tajac Capital

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0.00 (0.00%)
Share Name Share Symbol Market Type
Tajac Capital TSXV:TJC.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 -

Tajac Capital to Acquire Balkan Resources

27/03/2008 4:10pm

Marketwired Canada


Tajac Capital Corp.'s (TSX VENTURE:TJC.P) ("Tajac") President, Mr. Terry Rogers,
is pleased to announce the signing of a Term Sheet dated March 1, 2008 (the
"Agreement") to acquire all of the outstanding common shares of Balkan Resources
Inc. ("Balkan"), a junior Canadian mining and exploration company, in exchange
for common shares of Tajac (the "Balkan Acquisition"). Balkan has interests in a
number of exploration properties (the "Exploration Properties"), located in
Albania, considered prospective for the discovery of nickel, copper and other
base metals. The Exploration Properties are divided into a number of copper and
nickel projects including the Perlati (copper) Tuc (copper), Librazhd (nickel)
and Kokogllave (nickel) projects which contain known areas of nickel, copper and
other base metal mineralization. 


Balkan has been active since 2007 and its operational office is located in
Tirana, Albania. 


Transactions

The Balkan Acquisition is an arm's-length transaction. The directors and
officers of Tajac currently have no interest in Balkan and none of the
principals of Balkan have any interest in Tajac. The Balkan Acquisition is
intended to constitute Tajac's Qualifying Transaction (as defined in TSX Venture
Exchange (the "Exchange") Policy 2.4 Capital Pool Companies). Upon completion of
the Balkan Acquisition, the Resulting Issuer (as defined in Exchange Policy 2.4)
will be considered a Tier 2 mining issuer (as defined in Exchange Policy 2.1).


Subject to Exchange and shareholder approval and upon completion of the
transactions contemplated, Tajac will change its name to Balkan Resources
Corporation. 


As part of the Balkan Acquisition, Tajac will consolidate its existing common
shares on the basis of 3 new common shares for every 5 existing common shares.
The issued and outstanding warrants and stock options will be consolidated on
the same basis.


Prior to the completion of the Balkan Acquisition, Balkan will conduct an
interim financing by way of a private placement of up to 19,047,619 units (the
"Units") at a price of $0.42 per Unit for gross proceeds of up to $8 million.
(the "Interim Financing"). Each Unit will consist of one common share and
one-half of a common share purchase warrant (each whole warrant, a "Warrant").
Each Warrant will entitle the holder thereof to acquire one additional common
share of Balkan at an exercise price of $0.50 per share for a period of 12
months from the date of issuance. The Warrants will be callable by Balkan upon
five (5) days prior notice to the holder thereof, in the event that the volume
weighted average trading price of the common shares on the Exchange is at or
above $1.00 for a period of twenty five (25) consecutive trading days. A total
of $3 million of the Interim Financing will be undertaken as a brokered private
placement by Silverbridge Capital Inc. ("Silverbridge") acting as agent. A total
of 714,286 Broker Warrants will be issued to Silverbridge with each Broker
Warrant entitling the holder thereof to acquire one Broker Unit for a price of
$0.42. Each Broker Unit will have the same terms as the Units being issued in
connection with the Interim Financing. Proceeds from the Interim Financing will
be used to fund exploration of the Exploration Properties and general corporate
purposes and expenses.


The consideration for the Balkan Acquisition, inclusive of the shares to be
issued pursuant to the terms of the Interim Financing, will be $25.5 million
payable by way of the issuance to the security holders of Balkan of an aggregate
50,973,173 new consolidated common shares in the capital of Tajac ("Purchase
Shares") at a deemed price of $0.50 per Purchase Share. It is anticipated that
the Purchase Shares held by the security holders of Balkan will be subject to a
Tier 2 Value Security Escrow Agreement pursuant to Exchange Policy 5.4. 


The principal shareholders of Balkan are Richard Groome (18.88%), Harry
Bloomfield (13.85%), Ardian Avdalli (13.02%) and Jim Belushi (10.51%). These
shareholdings are in Balkan prior to the Interim Financing and Balkan
Acquisition. After giving effect to the Interim Financing and the Balkan
Acquisition, these individuals will collectively hold approximately 32.81% of
the Resulting Issuer.


Concurrently with, and as a condition of, the Balkan Acquisition, Tajac will
complete a concurrent private placement of $3 million (the "Concurrent
Financing"). Proceeds from the Concurrent Financing will be used to fund further
exploration of the Exploration Properties, the costs of the Concurrent Financing
and for general working capital purposes. 


The Concurrent Financing will consist of a private placement of units of Tajac
(the "Tajac Units") at a price per Tajac Unit of $0.50 for gross proceeds of
$3,000,000 (6,000,000 Units). Each Tajac Unit will consist of one common share
and one-half of a common share purchase warrant (each whole warrant a "Tajac
Warrant"). Each Tajac Warrant will entitle the holder to purchase one additional
common share at a price of $0.75 per share for a period of 24 months following
the closing of the Concurrent Financing. The Tajac Warrants are callable by the
Resulting Issuer upon five days prior notice to the holder in the event that the
volume weighted average closing trading price of the common shares on the
Exchange is at or above $1.50 for 25 consecutive trading days.


Silverbridge will act as Lead Agent for Tajac. A total commission of 10% cash
will be payable on the gross proceeds of the Concurrent Financing. Silverbridge
will also receive broker warrants entitling them to purchase that number of
Units as is equal to 10% of the number of Units sold pursuant to the Concurrent
Financing, exercisable for a period of one year from the closing of the
Concurrent Financing. Silverbridge reserves the right to convert its cash
commission to common shares in the Resulting Issuer at a deemed price of $0.50
per share. 


Silverbridge is registered as a limited market dealer in Ontario. It is a
private company wholly-owned by the Hughnie Laing Trust whose sole beneficiary
is Hughnie Laing. Hughnie Laing is the wife of Glenn Laing, a proposed director
of the Resulting Issuer. Silverbridge is at arm's length to both Balkan and
Tajac. 


Haywood Securities Inc, subject to completion of satisfactory due diligence, has
agreed to act as Tajac's Sponsor for the transactions and to prepare a sponsor
report in compliance with Exchange Policy 2.2. An agreement to sponsor should
not be construed as any assurance with respect to the merits of the transaction
or the likelihood of completion.


Tajac reserves a price of $0.50 per share for the Purchase Shares to be issued
pursuant to the Balkan Acquisition and the Concurrent Financing and for stock
options to acquire up to approximately 5,000,000 common shares of the Resulting
Issuer (the "New Stock Options") to be granted to directors, officers, employees
and consultants of resulting issuer upon completion of the Balkan Acquisition is
completed. The grant of the New Stock Options is subject to regulatory approval
including shareholder approval, if required.


Completion of the Balkan Acquisition is subject to a number of conditions,
including but not limited to: 


(i) completion and execution of a formal share exchange agreement between Tajac
and the principals of Balkan;


(ii) approval of the Balkan Acquisition by the Exchange, and all other necessary
regulatory approvals; 


(iii) completion of the Interim Financing;

(iv) completion of the Concurrent Financing;

(v) resignation of the existing officers and directors of Tajac in favour of
nominees of Balkan; 


(vi) completion of a national Instrument 43-101 Technical Report on the Balkan
Exploration Properties; and


(vii) Personal Information Forms (PIF's) of the officer and director nominees of
Balkan being accepted by the applicable regulatory authorities


Tajac currently has 2,833,333 common shares outstanding. Assuming completion of
the Balkan Acquisition and Concurrent Financing, it is expected that the
Resulting Issuer will have approximately 58,973,174 common shares issued and
outstanding, of which the former principals of Balkan will own 17,283,415
million common shares, or approximately 29.31 %. 


The common shares of Tajac will remain halted at least until the Exchange has
completed its review of all documentation requested from Tajac and Balkan.


About Balkan Resources Inc.

Balkan was incorporated on June 8, 2006, pursuant to the Canada Business
Corporations Act. It has no long term liabilities. Balkan has not conducted any
business other than to acquire exploration interests and conduct exploration
activities in Albania. Balkan's property interests are focused in two areas -
copper and nickel. 


COPPER

Perlati Project

- Located near Burrel, 80 km north of capital city of Tirana, within the
boundaries of Tirex Resources Ltd Mirdita volcanic massive suphides project area



- Under license to Balkan for 2 years; available for a 20-year term 

- Drilling program currently underway 

Tuc Project

- Located south of Puke region, 150 km north of capital city of Tirana, within
the  boundaries of Tirex Resources Ltd Mirdita volcanic massive suphides project
area


- 4 sq km exploration area optioned for 2 years.

NICKEL

Bitincke - Kokogllave Project

- Located in southeast Albania, near Korce

- Drilling program is planned. 

Librazhd Project

- 220 sq. km prospecting area that includes 10 former producing mines

- Drilling programs to be implemented.

- Region is mostly unexplored 

Current Activities

- Producing detailed environmental report on Perlati area and Bitincke-Kokogllave

- Collecting, collating and interpreting geological data and existing geological
reports to prepare for drilling programs at Bitincke - Kokogllave and Librazhd
Projects


- Conducting drilling program at Perlati 

- Compilation of an Independent 43-101 Technical Report on the Exploration
Properties


The Exploration Properties will be subject to an Independent National Instrument
43-101 Technical Report to be completed by Tajac as part of the Balkan
Acquisition.


Balkan maintains an operations office in Albania, and a head office in Toronto,
Ontario. 


Mr. Glenn Laing, B.Sc. (Mining Geology), MSc. (Mining Engineering) meets the
qualified person requirements (as defined by National Instrument 43-101) with
more than 30 years of experience in the mining and exploration industry and has
read and approved the technical disclosure in this News Release.


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.


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