Canfe Ventures Ltd. Announces Qualifying Transaction
09 June 2010 - 3:25AM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
Canfe Ventures Ltd. ("Canfe") (TSX VENTURE:FEY.P), a capital pool company, is
pleased to announce that it has entered into a letter agreement (the
"Agreement") accepted on June 4, 2010 with Fame Oriented Holding Limited
("Fame"), Baron Natural Resources Co. Ltd. ("BNR") and Eagle Action Co. Ltd.
("EA") (collectively the "Vendors") to acquire 87.5% of the issued and
outstanding shares of Fame, a company incorporated in the British Virgin Islands
(the "Transaction"). Fame and its wholly-owned subsidiary Golden Fame (USA) Inc.
("Golden Fame") are privately held junior mining companies holding the rights to
earn a 100% interest in the Goldridge Property (the "Property") located in
Cochise County, Arizona. Golden Fame, the wholly owned subsidiary, is
incorporated in Nevada, USA. The Transaction is intended to be Canfe's
Qualifying Transaction as defined under Policy 2.4 of the TSX Venture Exchange
(the "TSX-V").
Proposed Transaction
Pursuant to the Agreement, Canfe shall, upon completion of the Transaction,
issue to the Vendors 16,000,000 common shares of Canfe (the "Canfe Payment
Shares") at a deemed price of $0.15 per Canfe Payment Share which will result in
the Vendors holding approximately 53% of the outstanding shares of Canfe
immediately after the closing of the Transaction. Further, upon completion of
the Transaction, Fame shall repay BNR's shareholder loan totaling US$400,000.
Both Vendors are incorporated in the British Virgin Islands. BNR is 100% owned
by Letty Wan, a Hong Kong resident, and EA is 100% owned by Alex Wong, a Hong
Kong resident.
Canfe will issue 1,016,667 common shares to an arm's length party as a finder's
fee in connection with the Transaction.
Trading of the common shares of Canfe has been halted in connection with the
dissemination of this news release, and will recommence at such time as the
TSX-V may determine, having regard to the completion of certain requirements
pursuant to TSX-V Policy 2.4.
Golden Fame - Goldridge Property
A technical report concerning the Property prepared in compliance with National
Instrument 43-101 will be filed on SEDAR as part of the Qualifying Transaction.
The Gold Ridge project area, located in southeastern Arizona, USA, hosts
significant potential for new gold discoveries in steeply dipping, continuous
and semi-continuous quartz-sulfide veins. Sinuous, braided veins are found on
the surface over a strike length of at least 6000 feet, projecting downward to
the historic mines of the Gold Ridge project. Vein continuity on the surface and
underground is not known sufficiently well to permit large-scale projections but
the length and vertical continuity of the vein and the extent of the historical
mining suggest excellent potential to discover new gold deposits comparable in
size or bigger than the historic production from the property.
Based on Golden Fame's unaudited financial record, from incorporation on
September 22, 2009 to March 31, 2010, Golden Fame has spent US$890,864 on the
Property. As of March 31, 2010, Golden Fame has US$28,251 in cash and a net
working capital of US$17,984.
Concurrent Financing
Pursuant to the Agreement, Canfe is required to complete, concurrent with the
closing of the Transaction, an equity financing by way of a private placement
pursuant to applicable laws, rules and regulations to raise $1,200,000 by the
issuance of units (the "Units") at a price of $0.15 per Unit. Each Unit will
consist of one (1) common share of Canfe and one (1) share purchase warrant (the
"Warrants"). Each Warrant shall entitle the holder to purchase, for a period of
three years following the closing, one (1) additional common share of Canfe at a
price of $0.15 per share.
The net proceeds of the financing will be used for costs associated with the
Qualifying Transaction, the work program recommended on the Property,
maintenance of the Property and to provide general working capital. It is
expected that finder's fees will be payable in connection with the financing.
The Resulting Issuer
On the closing of the Transaction, Canfe anticipates being listed on the TSX-V
as a Tier 2 mining issuer.
Pursuant to the Agreement, effective at the closing of the Transaction, the
Board of Directors of Canfe will consist of four (4) directors. The officers and
directors of Canfe upon the completion of the Transaction will include:
a. Robert Bick - President, Chief Executive Officer and Director
Mr. Bick is President of Click-It Marketing Inc. (formerly Fruits of the
Earth Importers Limited). He was formerly the Executive Chairman of
Evolving Gold Corp. (TSXV: EVG) and the Chief Executive Officer,
President and a director of Triple Dragon Resources Inc. (CNSX: TDRN).
b. Savio Chiu - Chief Financial Officer
Mr. Chiu is a Chartered Accountant and holds a Degree in Accounting from
the University of British Columbia. Mr. Chiu is currently Manager,
Corporate Finance of Baron Global Financial Canada Ltd. Previously, he
was a professional staff accountant with an international accounting
firm where he gained valuable experience leading large teams for audits
under Canadian GAAP for public multi-national clients.
c. Peter Bryant - Director
Mr. Bryant obtained a Bachelor of Commerce from the University of
Witwatersrand in Johannesburg, South Africa and is currently a director
and a member of the audit committee of Confederation Minerals Ltd.
(TSXV: CFM) and Strikewell Energy Corp. (TSXV: SKK).
d. Jason Birmingham - Director
Mr. Birmingham is an investor, consultant and businessman with over 19
years of experience in founding, growing, financing and managing
companies, as well as in the areas of business planning, financing,
public markets, and shareholder relations. He has been a director of
several Canadian private and public companies. Currently he serves as
President of Birmingham Consulting Ltd., director and President of
Woodville Pellet Corp., director and President of Datinvest
International Ltd. (an NEX listed company) since March 2007, and Fitch
Street Capital Inc. (a CPC listed on the TSX-V) since March 2008. Mr.
Birmingham is also a director of Cassius, and has been since February
2007.
e. Lawrence Dick - Director
Dr. Dick received his Ph.D. in Economic Geology from Queen's University
and has extensive experience in the exploration and evaluation of base
and precious metals deposits worldwide. He has been a director of
Pinnacle Mines Ltd. (TSXV: PNL) since September 2008, a director of
Copper One Inc. (formerly Continent Resources Inc.) (TSXV: CUO) since
January 2008, President, Chief Executive Officer and a director of
Confederation Minerals Inc. (TSXV: CFM) since November 2006, and a
director of other companies such as Great Bear Uranium Corp. (CNSX: GBR)
since January 2008 and Timmins Gold Corp. (TSXV: TMM) since September
2005.
Sponsorship
Sponsorship of a qualifying transaction of a capital pool company is required by
the TSXV unless an exemption from the sponsorship requirement is available.
Canfe intends to apply for an exemption from the sponsorship requirement. There
is no assurance that Canfe will be able to obtain such an exemption.
Shareholder Approval
The Transaction will not constitute a Non-Arm's Length Qualifying Transaction
(as defined in TSX-V Policy 2.4) and therefore, it is not expected that approval
of Canfe's shareholders will be required.
Other Matters
Canfe reports that William Majcher has resigned as a director.
On behalf of the Board of Directors
ON BEHALF OF THE BOARD
Robert Bick, Director
Completion of the Transaction is subject to a number of conditions, including
but not limited to TSX-V acceptance and if applicable pursuant to Exchange
Requirements (as defined in the TSX-V corporate finance policy manual), majority
of the minority shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approvals are 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
Canfe should be considered highly speculative. The TSX-V has in no way passed
upon the merits of the Transaction.
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