Wangton Capital Corp. Enters into Definitive Agreement to Acquire TAOR d.o.o., Holder of Two Exploration Licenses Covering 100sq km in the Historic Lead Zinc Mining Region of Raska, Serbia
Vancouver, British Columbia (Newsfile Corp. - September 25, 2017) - Wangton Capital Corp. (TSXV: WT.H) ('Wangton' or the 'Company') is pleased to announce that, further to its news release dated September 5, 2017, it has entered into a definitive agreement (the 'Share Purchase Agreement') effective September 22, 2017 with TAOR d.o.o, ('TAOR'), TAOR's sole shareholder, Balkan Minerals Limited and Dr. Radomir Vukcevic, the sole beneficial owner of Balkan Minerals Limited, to acquire all of the issued and outstanding shares of TAOR, a Serbian company (the 'Transaction'). The Transaction will constitute the Company's Qualifying Transaction pursuant to TSX Venture Exchange (the 'Exchange') Policy 2.4 ? Capital Pool Companies.
About TAOR d.o.o.
TAOR holds two geological exploration licenses from the Ministry of Mining and Energy of the Republic of Serbia (the 'Properties'). The two exploration properties cover approximately 100 square kilometres and are located in the vicinity of the historical lead-zinc-silver (Pb-Zn, Ag) mining area of Raska, Serbia.
The Raska mineralized district features numerous Pb-Zn, and Ag occurrences and several larger hydrothermal Pb-Zn deposits in Oligo-Miocene-aged volcanic rocks from the Kremici prospects on the north, through the Sastavci and Kizevak Mines (the 'Mines'), followed by the Kozija Glava, Karadak and Rudnica prospects and finally with the Lipovica prospect in the south. Only some of the Kremici Pb-Zn prospects and the Pb-Zn Lipovica prospect are on the Raska Property.
The Lipovica prospect consists of at least 4 subparallel polymetallic veins and has received limited diamond drilling and underground development by previous explorers. Historical drilling shows veins with intercept lengths typically 0.5 to 2.0 m, however, there are four instances where the intercept lengths ranged between 3.5 m and 14.50 m. Grades are typically 1.0-2.0% Pb and 2-3% Zn, however, there are two holes with veins of exceptional grade. One historical hole reported 14.50 m grading 12.25% Pb, 0.89% Zn and 158 g/t Ag. A second hole on a different vein reported 4.80 m grading 23.99% Pb, 18.34% Zn and 270 g/t Ag and a second intercept of 8.80 m grading 4.12% Pb, 4.77% Zn and 47 g/t Ag.
The Mines are located within the confines of, but do not form part of, Taor's exploration properties. Taor has made an application to the Ministry of Mining and Energy to acquire mining permits over the Mines, which were in operation until 2002.
Wangton has not conducted any work on the Properties to verify the exploration information on the Properties nor has it received as of this date, any geological technical report prepared in accordance with National Instrument 43-101.
The technical contents of this news release were approved by Paul Cowley, P. Geo, a 'qualified person' as defined by National Instrument 43-101.
Summary of the Proposed Transaction
Under the terms of the Transaction, Wangton will acquire all of the issued and outstanding shares of TAOR (the 'TAOR Shares') in exchange for 8,000,000 common shares of Wangton ('Wangton Shares') on closing of the Transaction. An additional 17,000,000 common shares of Wangton may be issued after completion of the Transaction, subject to the following milestones being met, in accordance with the terms of the Share Purchase Agreement:1. 3,000,000 Wangton Shares upon issuance to TAOR of all mining licenses and permits required to re-commence commercial operation of the Mines; 2. 7,000,000 Wangton Shares upon receipt of an updated or new technical report which shows actual reserves of no less than seven million tonnes of lead and zinc, with a blended grade of 7% in the Properties, and the Mines should Taor obtain the relevant permits, provided that if Dr. Radomir Vukcevic: a. becomes permanently incapacitated or dies before the updated or new technical report is filed, only 3,500,000 Wangton Shares will be issuable, or b. resigns as a director or officer of Wangton or is removed for cause before the updated or new technical report is filed, no such Wangton Shares will be issuable; and 3. 7,000,000 Wangton Shares upon receipt of a preliminary economic assessment in respect of the Properties, in a form satisfactory to Wangton?s Board of Directors.
The Wangton Shares issued to Balkan Minerals Limited pursuant to the Transaction will be subject to escrow provisions imposed pursuant to the policies of the Exchange.
In connection with the Transaction, Wangton has agreed to pay to an arm's length finder a finder's fee, payable in Wangton Shares, equal to the maximum finder's fee permitted under the policies of the Exchange.
The completion of the Transaction is subject to the approval of the Exchange and all other necessary regulatory approval. In addition, completion of the Transaction is subject to additional conditions precedent, including, but not limited to, completion of the Concurrent Financing (as described below), and certain other customary conditions of closing.
Concurrent with the closing of the Transaction, Wangton intends to complete a private placement of units (the 'Units'), subject to the approval of the Exchange, for gross proceeds equal to a minimum of $2,500,000 and up to a maximum of $4,000,000 (the 'Concurrent Financing'), at a price of $0.20 per Unit. Each Unit will consist of one common share (a 'Share') and one common share purchase warrant (a 'Warrant'). Each Warrant will entitle the holder to purchase an additional common share at a price of $0.30 for a period of two years from the date of issuance. Wangton will have the right to accelerate the expiry date of the Warrants to the date that is twenty-one (21) days after notice is given to the holders of the Warrants if the volume weighted average trading price of the Wangton Shares is at least $0.50 per Wangton Share for 20 consecutive trading days.
The Company also confirms that it will not be proceeding with any further tranches pursuant to its common share private placement previously announced on August 15, 2017.
Name Change and Continuation
At the Company's upcoming Annual General Meeting, scheduled for November 1, 2017, shareholders will be asked to approve the Company's continuation out of the jurisdiction of Alberta and into the jurisdiction of British Columbia under the name 'Euro Zinc Mining Corp.,' which is expected to be completed prior to the closing of the Transaction.
Summary of Proposed Directors and Officers
On completion of the Transaction, the directors, senior officers and insiders of the Company are anticipated to be as follows:
Dr. Radomir Vukcevic, proposed Chief Executive Officer and director
Dr. Radomir Vukcevic, the sole beneficial owner of Balkan, has a distinguished 35-year career in creating and developing engineering, technical and equipment solutions for the international mining industry. He holds a PhD in metallurgy from the Technical University of Clausthal, Germany, and a bachelor and master's degree in metallurgy; and, has many industrial patents for mining-related technologies. Dr. Vukcevic has taught metallurgy at a number of universities where he was associate professor and professor at RMIT University in Melbourne, Witwatersrand University in Johannesburg and the University of Western Australia in Perth. Dr. Vukcevic's work history is diverse, as in the number of senior international positions he has held including: General Manager, Large Equipment and Construction Materials, with Alcoa World Alumina in Melbourne, Perth, and Pittsburgh; General Manager, Equipment, at Murrin Murrin, one of the world's largest nickel laterite and cobalt processing facilities now owned by Glencore; CEO/Principal, Mineral Processing and Marketing, with Australia Ltd.; and Chairman of the Supervisory board of the Niksic Steel Mill, a specialty steel plant, in Montenegro.
The Hon. Jerry S. Grafstein, Q.C., proposed Chairman and director
The Honourable Jerry S. Grafstein Q.C. has been a director of Wangton since January 2016. He holds degrees from the University of Western Ontario and the University of Toronto and taught in the Bar Admission Course at Osgoode Hall. He has wide-ranging legal and business experience in all aspects of media. Mr. Grafstein was a co-founder of a range of media companies, focusing on broadcasting, TV, cable, radio, communications, and publication enterprises in Canada, the USA, the UK and South America. He recently co-founded on-line news sites from Canada, USA, Brazil, China, Russia, Africa, UK, Europe and the Mideast. Mr. Grafstein advised several key government ministries, including Transportation, External Affairs, Consumer and Corporate Affairs and Justice. He served as director of Petro Canada, one of Canada's largest energy companies. He was appointed to the Senate of Canada in 1984 by then Prime Minister Elliott Trudeau. Mr. Grafstein served on all Senate Committees, including the Foreign Affairs and the legal and Constitutional Affairs Committees. He served as Chairman of the Senate Banking, Trade, and Commerce Committee. While in the Senate, Mr. Grafstein was a long serving Co-Chair of the Canada-United States Inter-Parliamentary Group, and a long serving senior officer of the Organization for Security and Co-Operation in Europe Parliamentary Assembly (OSCE PA). He retired from the Senate on January 2, 2010 and he is an active investor in a number of high tech public companies and serves on their boards. Mr. Grafstein is counsel emeritus to Minden Gross LLP in Toronto and he is active in local affairs in Toronto.
Paul Cowley, proposed director
For over thirty-seven years, Mr. Cowley, P. Geo. has held technical and managerial positions exploring for gold, base metals, diamonds, and coal worldwide. He has extensive experience in a major company setting (BHP Minerals) based in Canada and South America. Projects include the Escondida world-class copper mine in Chile, Country Manager for Bolivia, and the Slave gold project in the Canadian Arctic. As manager of the Slave gold project, his team discovered and advanced four significant gold deposits amounting to over 6 million ounces of gold. Mr. Cowley also has extensive involvement in junior mining companies at President/CEO, VP Exploration, consultant and directorship levels. Mr. Cowley was instrumental in putting the Lexington-Grenoble gold-copper mine in British Columbia, Canada into production and in doubling the resource at the polymetallic and precious metal J&L deposit in British Columbia. Mr. Cowley has experience in permitting projects from exploration to production. Mr. Cowley is a Professional Geologist, P.Geo. through APEGBC. Mr. Cowley is currently a director and the President and CEO of Indigo Exploration Inc. and of Cornerstone Metals Inc. both listed on the TSX-V.
Ana Djukanovic, proposed director
Formerly a Judge at the Supreme Court of Montenegro, Ms. Djukanovic decided to pursue a career in private practice in 2003 by opening her own law firm. By using her extensive experience gained in the judiciary, she became one of the most prominent legal practitioners in Montenegro, and later became prominent regionally and internationally, winning numerous national and international awards. Ms. Djukanovic has extensive experience in civil law, corporate law, and administrative law. She has been engaged in many projects of regional significance to the Balkans, has provided legal and consulting services for leading companies in South?East Europe and has represented the interests of various international investors in Montenegro. Ms. Djukanovic graduated from the Faculty of Law at the University of Montenegro.
Moe Dilon, proposed director
Mr. Dilon has been a director of Wangton since June, 2015. He began his career as a commodities trader for a well-known Wall Street firm in the 70s managing their Asian operations out of Singapore. In 1984, he returned to Asia to start an edible oil trading company based out of Hong Kong that after 18 months posted sales of US$100mil/yr. In 1988, Mr. Dilon began making strategic investments in emerging markets focusing on Sri Lanka, India and Bangladesh. Mr. Dilon moved to Canada in 1989 and made a series of investments in commodities and resources, bringing co-investors from Asia.
Mirza Rahimani, proposed Chief Financial Officer and Corporate Secretary
Mr. Rahimani has been the Chief Financial Officer of Wangton since October 2015 and has over 10 years of experience working with public and early stage companies in various capacities and roles covering accounting, finance, business advisory, and corporate governance including serving as a director and officer of early stage public companies. His professional experience includes having worked with mining entities with operations in emerging markets in the exploration, development and production stages. Mr. Rahimani earned a Bachelor of Commerce from the University of British Columbia and is a Chartered Accountant.
Further details concerning the Transaction, TAOR, the Company and the resulting issuer, including detailed financial information of TAOR, will be provided in the Company's Filing Statement, prepared accordance with Exchange Policy 2.4. A copy of the Filing Statement will be posted to the Company's profile on SEDAR at www.sedar.com.
In accordance with Exchange policies, trading in the Wangton Shares will remain halted pending the satisfaction of all applicable requirements of the Exchange. There can be no assurance that trading in the Wangton Shares will resume prior to the completion of the Transaction.
About Wangton Capital Corp.
Wangton is a Capital Pool Company listed on the NEX board of the TSX Venture Exchange whose principal business has been reviewing opportunities with the view of completing a Qualifying Transaction. The Company has no assets other than a minimum amount of working capital.
For further information please contact:
Mirza Rahimani, CFO and Director, 604-319-9000
To receive news from Wangton Capital Corp. Email: email@example.com
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture 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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
Forward Looking Statements
This release includes certain statements that may be deemed 'forward-looking statements'. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements, including statements in respect of the proposed terms and completion of the Transaction. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words 'expects', 'plans', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that events or conditions 'will', 'would', 'may', 'could' or 'should' occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.
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25.09.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Wangton Capital Corp.
Canada ISIN: CA93390B3065 End of News DGAP News Service