CALGARY, ALBERTA -- (Marketwired) -- 06/04/13 -- Wangton Capital Corp. (the "Corporation") (TSX VENTURE: WT.P), a capital pool company trading on the TSX Venture Exchange (the "Exchange"), announces that it has entered into a sale and purchase agreement (the "Acquisition Agreement") dated June 3, 2013 with Alan Brent Hemingway of Surrey, British Columbia (the "Vendor") with respect to the proposed purchase by the Corporation of a certain mining claim located in the Osoyoos Mining District of British Columbia (the "Property").
The Property consists of one mineral claim located in the Osoyoos Mining Division of British Columbia, being the PDL claim, consisting of 378.68 hectares.
Terms of the Proposed Transaction and Financing
Under the Acquisition Agreement, the Vendor agrees to sell to the Corporation and the Corporation agrees to purchase, subject to acceptance by the TSX Venture Exchange (the "Exchange") and meeting other regulatory requirements, the the entire right, title and interest (being an undivided 100% legal and beneficial interest) of the Vendor in and to the Property, subject to a net smelter royalty of 1.0% of the net smelter returns on all mineral commodities. The Corporation has agreed to: (a) issue to the Vendor a total of 850,000 common shares of the Corporation at a deemed price of $0.05 per share (150,000 of which are to be issued 36 months from the date (the "Effective Date") that the Exchange issues the Final Exchange Bulletin accepting the acquisition of the Property by the Corporation as the Qualifying Transaction of the Corporation; 200,000 of which are to be issued by not later than the date that is 48 months from the Effective Date; and 500,000 of which are to be issued at the start of commercial production of minerals from the Property by the Corporation; and (b) pay to the Vendor a total of $890,000 ($3,000 of which has been paid; $2,000 of which is to be paid not later than 10 days following the date that the Exchange accepts the NI43-101 report in relation to the Property; $5,000 of which is to be paid not later than 10 days following the Effective Date; $100,000 of which is to be paid not later than 24 months after the Effective Date; $130,000 of which is to be paid not later than 36 months after the Effective Date; $150,000 of which is to be paid not later than 48 months after the Effective Date; and $500,000 of which is to be paid at the start of commercial production of minerals from the Property by the Corporation).
The Corporation proposes to raise up to $600,000 (the "Financing") by way of a private placement, which may be brokered or non-brokered, of 12,000,000 units at a price of $0.05 per unit, each unit consisting of one Common Share and one full warrant to purchase one Common Share at an exercise price of $0.10, during an exercise period of five years from the date of closing of the Financing. The Financing will close concurrently with the closing of the Acquisition. The net proceeds of the Financing will be used to pay outstanding liabilities, to carry out an exploration program and for general working capital.
The Financing will be a majority Arm's Length Private Placement and will be used to support the value of the Property.
It is intended that the purchase of the Property by the Corporation (the "Acquisition") will constitute the Qualifying Transaction of the Corporation in accordance with Policy 2.4 of the Exchange.
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