Sept. 2, 2011 News for 'EPL.V/EGPLF' - Turnberry to Acquire Wildhorse Property in North-Eastern British
Columbia from Eagle Plains
VANCOUVER, BRITISH COLUMBIA, Sep 01, 2011 (MARKETWIRE via COMTEX) -- Turnberry
Resources Ltd. (TSX VENTURE: TUR.P) ("Turnberry" or, the "Company"), a Vancouver
based Capital Pool Company listed on the TSX Venture Exchange (the "Exchange"),
is pleased to announce that it has entered into an Option Agreement dated
effective September 1, 2011 with Eagle Plains Resources Ltd.("Eagle Plains")
(TSX VENTURE: EPL), to earn up to a 75% interest in the Wildhorse Property
located 30 km north-east of Cranbrook in British Columbia, Canada.
The Option Agreement, if completed, will constitute the Company's "Qualifying
Transaction" under the Exchange's policies. The Option Agreement constitutes an
arm's length transaction and, in accordance with Exchange policies, will not be
subject to shareholder approval.
Option Agreement
Under the terms of the Option Agreement, Turnberry will acquire a 60% interest
in the Wildhorse Property in exchange for aggregate payments and share issuances
to Eagle Plains of $495,000 and 950,000 post sub-division common shares (please
see below under "Proposed Share Sub-Division") over a period of five years, and
by incurring expenditures of $4,900,000 on the Wildhorse Property over the same
time period. Upon Turnberry earning a 60% interest in the Wildhorse Property, a
joint venture will be formed between the parties.
Turnberry is entitled to earn a further 15% interest in the Wildhorse Property,
for an aggregate 75% interest, by making all expenditures required to deliver a
bankable Feasibility Study on the Wildhorse Property by no later than the eighth
anniversary of the date of regulatory approval of the Qualifying Transaction.
The Wildhorse Property is subject to a 4% gross metal royalty ("GMR") payable to
Eagle Plains, of which 2% may be bought out by Turnberry for $2,000,000 within 3
years of the commencement of commercial production. As well, Turnberry will have
the right of first refusal on the sale of the GMR.
Upon completion of the Qualifying Transaction, all securities of Turnberry held
by Principals of Turnberry (as such term is defined in the Exchange's policies)
will be held in escrow in accordance with the policies of the Exchange.
Proposed Share Sub-Division
Subject to necessary approvals and prior to closing the transactions underlying
the Qualifying Transaction, Turnberry anticipates sub-dividing its outstanding
common shares on a three for one basis.
Proposed Private Placement
Turnberry proposes to complete, concurrently with the closing of the Qualifying
Transaction, a non-brokered private placement of up to 10,400,000 units of the
Company at a price of $0.05 per unit, for gross proceeds of up to $520,000. Each
unit will consist of one post sub-division common share and one post
sub-division common share purchase warrant. Each warrant will entitle the holder
to acquire one additional post sub-division common share of the Company at a
price of $0.10 a share for period of five years from closing.
The proceeds of this private placement will be used to fund the costs associated
with completing the Qualifying Transaction, the proposed work programs on the
Wildhorse Project, and for general working capital purposes.
The Resulting Issuer
On closing of the Qualifying Transaction and the non-brokered private placement
(assuming the maximum 10,400,000 units are issued under the private placement),
Turnberry will be classified as a natural resource issuer and will have
approximately 16,700,000 issued post sub-division common shares and 10,400,000
post sub-division warrants outstanding that entitle the holders to purchase an
equal number of common shares. A total of 150,000 directors' and officers' stock
options and up to 300,000 agent's warrants will also be outstanding (each on a
post sub-division basis).
Directors, Officers and other Insiders
On completion of the Qualifying Transaction, the directors, senior officers,
insiders and senior advisors of the resulting issuer are anticipated to be:
David E. De Witt, Chief Executive Officer and Director
Mr. De Witt is a founder and chairman of Pathway Capital Ltd., a Vancouver based
private venture capital company. Mr. De Witt graduated with a BComm/LLB from the
University of British Columbia in 1978 and practiced corporate, securities and
mining law until his retirement from the practice of law in January 1997. He
currently holds directorships in a number of public companies involved in the
natural resource field and has experience in resource projects located in Latin
America, North America and Asia.
Chris Cooper, Director
Mr. Cooper has over fourteen years experience in oil and gas management and
finance. Mr. Cooper earned a Bachelor of Business Administration degree from
Hofstra University and an MBA from Dowling College. Mr. Cooper co-founded
several successful junior and intermediate oil and gas companies including
Benchmark Energy Corp., Choice Resources Corp., Watch Resources Ltd. and Banks
Energy Inc.
Robie Kendall Sterling, Director
Mr. Sterling has acted as a lumber trader for more than 20 years in the province
of British Columbia. Prior to this time, Mr. Sterling attended British Columbia
Institute of Technology and received a diploma in marketing.
Jason Tong, Chief Financial Officer
Mr. Tong is a Chartered Accountant and holds a Bachelor's of Commerce Degree in
Accounting from the University of British Columbia. Mr. Tong is currently the
Controller of Pathway Capital Ltd., a Vancouver based private venture capital
firm. Previously he was a senior accountant at an international shipping company
and a professional staff accountant at an international accounting firm where he
gained experience in financial reporting and corporate budgeting.
Charles Warren Beil, Corporate Secretary
Mr. Beil is the General Counsel to Pathway Capital Ltd., a private venture
capital firm headquartered in Vancouver, British Columbia. Prior to joining
Pathway, Mr. Beil practiced corporate and securities law with a leading
international law firm headquartered in Vancouver, British Columbia.
The Vendor
Eagle Plains is a company incorporated under the laws of Alberta and
extra-provincially registered in British Columbia. The common shares of Eagle
Plains currently trade on the TSX Venture Exchange.
Conditions Precedent
The parties' obligations to complete the Option Agreement are subject to the
satisfaction of the usual conditions precedent including obtaining all necessary
approvals of the Exchange to the Qualifying Transaction and the transactions
underlying the Option Agreement.
Summary of the Wildhorse Project
The Wildhorse Property is located in the Rocky Mountains (Latitude 49 degrees
44' N, Longitude 115 degrees 38 W), 17 kilometers north of Fort Steele in the
Fort Steele Mining Division, on NTS mapsheet 082G063. The Wildhorse Property is
situated 30 kilometers northeast of Cranbrook, B.C. The claim group consists of
a single converted MTO claim unit located on the east side of Wildhorse Creek.
The converted Wildhorse claim is the result of the consolidation of Eagle Plains
historic Wildhorse 1 and 2 and Dardenelles 1 and 2 claims.
The Wildhorse claim unit is located on the east side of the Wildhorse River, an
historic placer-gold producing area in southeastern British Columbia. In the
late 1800's over 1,000,000 ounces of gold were reported to have been extracted
from its gravels. The location of the claim coincides with the furthest reported
upstream placer gold occurrences.
The 355.24 hectare claim unit overlies Middle Proterozoic Creston and Aldridge
Formation Belt Purcell Supergroup stratigraphy.
The northern portion of the Wildhorse claim unit along Copper Creek is host to a
showing within the overlying Creston Formation. South of Copper Creek within the
central portion of the claim unit is the intermittent past producing Dardenelle
prospect. Historically this area was known as the Dardenelle and Motherlode
Crown grants which were surveyed by the Crown in 1898. An arrastra was built on
nearby Victoria Creek to process gold-bearing massive quartz from two adits
drifted on the Dardenelle claim at the end of the nineteenth century.
Eagle Plains completed a 9 hole, 731 metre NQ size diamond drill program in 2008
which was designed to expand the known dimensions of a previously exploited
quartz vein system. Drilling was extended to depth and predominantly north and
southerly resulting in both lateral and depth extensions to the massive quartz
vein occurrence. In part the southerly directed drill holes revealed an increase
in thickness of the upper quartz vein.
Further technical information concerning the Wildhorse Property will be
disclosed following completion of a technical report in accordance with National
Instrument 43-101, which is presently being prepared.
General
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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.
Trading in the Company's common shares on the Exchange will be halted pending
completion of the Qualifying Transaction.
Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange unless exempt in accordance with the Exchange policies or waived by
the Exchange. Turnberry intends to apply for an exemption or waiver from
sponsorship requirements. However, there is no assurance that Turnberry will be
able to obtain this exemption or waiver.
All scientific and technical disclosure relating to the Wildhorse Property
contained in this news release has been provided by Eagle Plains and has been
reviewed and approved by Tim J. Termuende, P.Geo., who is the President and CEO
of Eagle Plains and a "qualified person" within the meaning of National
Instrument 43-101.
ON BEHALF OF TURNBERRY RESOURCES LTD.
David De Witt, Chief Executive Officer and Director
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 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 United
States Securities Act of 1933 and applicable state securities laws or an
exemption from such registration is available.
Forward-Looking Statements
This release contains certain "forward looking statements" and certain
"forward-looking information" as defined under applicable Canadian and U.S.
securities laws. Forward-looking statements can generally be identified by the
use of forward-looking terminology such as "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", "continue", "plans" or similar terminology.
Forward-looking statements include, but are not limited to, statements with
respect to the completion of the qualifying transaction, the completion of the
transactions contemplated by the option agreement between Turnberry Resources
Ltd. and Eagle Plains Resources Ltd., the completion of the proposed share
sub-division and or the completion of the proposed private placement financing.
Forward-looking statements are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions that, while believed by
management to be reasonable, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Certain of the
statements made herein by Turnberry Resources Ltd. are forward-looking and
subject to various risks and uncertainties, both known and unknown, many of
which are beyond the ability of Turnberry Resources Ltd. to control or predict.
Known and unknown factors could cause actual results to differ materially from
those projected in the forward-looking statements. Forward-looking information
is subject to known and unknown risks and uncertainties that may cause Turnberry
Resources Ltd.'s actual results, performance or achievements may be materially
different from those expressed or implied by such forward-looking information,
and are developed based on assumptions about such risks, uncertainties and other
factors set out here in, including but not limited
to the inherent risks involved in the exploration and development of mineral
properties, the uncertainties involved in interpreting drill results and other
exploration data, the potential for delays in exploration or development
activities, mine development and production costs, the projected life of the
Company's mines, future production levels, the geology, grade and continuity of
mineral deposits, the possibility that future exploration, development or mining
results will not be consistent with the Company's expectations, accidents,
equipment breakdowns, title matters, labor disputes or other unanticipated
difficulties with or interruptions in production and operations, fluctuating
metal prices, unanticipated costs and expenses, uncertainties relating to the
availability and costs of financing needed in the future, the inherent
uncertainty of production and cost estimates and the potential for unexpected
costs and expenses, commodity price fluctuations, currency fluctuations,
regulatory restrictions, including environmental regulatory restrictions and
liability, competition, loss of key employees, and other related risks and
uncertainties. The Company undertakes no obligation to update forward-looking
information except as required by applicable law. Such forward-looking
information represents management's best judgment based on information currently
available. No forward-looking statement can be guaranteed and actual future
results may vary materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Contacts:
Turnberry Resources Ltd.
C. Warren Beil
Corporate Secretary
(604) 628-1168
(604) 688-0094 (FAX)
SOURCE: Turnberry Resources Ltd.
