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Westcore Announces Coal Permit Acquisitions as Qualifying Transaction

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CALGARY, ALBERTA - (Marketwire - Aug. 21, 2008) - WESTCORE ENERGY LTD. (the "Corporation" or "Westcore") (TSX VENTURE:WTR.P), a capital pool company, is pleased to announce that it has entered into a binding letter agreement (the "Agreement") dated August 20, 2008 with several private parties regarding the acquisition of all rights, title and interests held by such parties in certain Saskatchewan coal permits and certain Crown coal rights in the Province of Manitoba that are expected shortly to be granted to such persons (such properties are collectively referred to as the "Assets"). The Assets are adjacent to the claim block hosting the coal discovery previously announced by Goldsource Mines Inc. and are further described below. The acquisition of the Assets will be Westcore's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). The vendors of the Assets are Ken MacNeill, BEC International Corporation, Lakeco Holdings Ltd. and T & N Holding Inc. (such parties are collectively referred to as the "Vendors"). Mr. William MacNeill is the principal shareholder of BEC and Lakeco and Mr. Tom MacNeill is the principal shareholder of T&N. Each of the foregoing individuals is a resident of Saskatoon, Saskatchewan.

Pursuant to the Agreement, as consideration for the acquisition of the Assets, Westcore has agreed to issue an aggregate of 8,000,000 common shares in the capital of Westcore to the Vendors at an ascribed price of $0.30 per share and to grant the Vendors a gross overriding royalty of $2.00 per tonne of coal produced from the Assets (with no deductions). In addition, upon closing of the Qualifying Transaction, Westcore will replace a letter of credit presently posted by the Vendors with Manitoba Industry, Economic Development and Mines in connection with the Manitoba portion of the Assets and will make additional payments of approximately $194,000, which represents certain payments made by the Vendors in connection with the acquisition and preliminary assessment of the Assets.

As Westcore currently has an aggregate of 9,500,000 common shares issued and outstanding, together with 200,000 stock options and 125,000 agent's options (issued in connection with its initial public offering), it is expected that upon closing of the Qualifying Transaction, the outstanding share capital of Westcore will consist of 17,500,000 common shares, 200,000 stock options and 125,000 agent's options. Westcore does not presently anticipate completing any further financings concurrent with the closing of the Qualifying Transaction, as it anticipates having sufficient capital to complete the first phase of its expected exploration plan (which is described further below). Westcore's cash on hand as at the date hereof is approximately $1.25 million.

As Messrs. Tom MacNeill and William MacNeill each hold, directly or indirectly, greater than 10% of the issued and outstanding securities of the Corporation, the Qualifying Transaction will be a related party transaction. Accordingly, a valuation will need to be completed in connection with the Qualifying Transaction and the Qualifying Transaction will be subject to approval by a majority of the minority of the shareholders of the Corporation. Upon completion of the Qualifying Transaction, it is anticipated that Mr. Tom MacNeill and Mr. William MacNeill will hold, directly and indirectly, approximately 8.0% and 5.7%, respectively, of the issued and outstanding common shares of the Corporation. Westcore intends to apply to the Exchange for a waiver from the requirement to retain a Sponsor in connection with the Qualifying Transaction, but there is no assurance that such a waiver will be granted.

An information circular in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com and mailed to shareholders in advance of a meeting thereof that will be held for the purposes of approving the Qualifying Transaction on a majority of the minority basis. A press release will be issued once the information circular has been filed as required pursuant to the Exchange policies.

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to: the satisfaction of the minimum listing requirements of the Exchange; Exchange approval of the Qualifying Transaction; a satisfactory due diligence review by Westcore; receipt of permits in respect of the Manitoba portion of the Assets; receipt of a report completed in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"); receipt of a satisfactory valuation; completion or waiver of sponsorship; the entering into of a definitive purchase and sale agreement; the approval of the board of directors of Westcore; and the approval of a majority of the minority of the shareholders of the Corporation.

The common shares of the Corporation will remain halted pending receipt by the Exchange of certain required materials from the Corporation. The Corporation will issue a further news release upon finalization and filing of the aforementioned report pursuant to NI 43-101.

The Assets

The Assets are located in the Provinces of Saskatchewan and Manitoba, north and east of the town of Hudson Bay, Saskatchewan and immediately adjacent to the north, south and east sides of the claim block hosting the coal discovery previously announced by Goldsource Mines Inc. Permits have been granted in respect of the coal leases that comprise the Saskatchewan portion of the Assets (the "Saskatchewan Permits") and the Vendors have applied for the grant of Crown coal rights in respect of the Manitoba portion of the Assets. The grant of such rights is pending. The Vendors have advised that they are not aware of any circumstances that would prevent the grant of such rights. To the best of the Vendors' and Westcore's knowledge, there has been no mining activity to date on the properties that comprise the Assets. The only expenditures incurred by the Vendors to date consist of the fees paid to Saskatchewan Industry and Resources in respect of the Saskatachewan Permits (approximately $94,000) and roughly $36,000 in connection with certain airborne geophysical operations. Approximately $64,000 is expected to be incurred in connection with additional geophysical surveys, photo geological studies and other related analysis. The Vendors have also posted a letter of credit in the amount of $486,000 with Manitoba Industry, Economic Development and Mines in connection with the Manitoba portion of the Assets. Pursuant to the Agreement, the Corporation will assume this letter of credit upon closing of the Qualifying Transaction. It is expected that further expenditures will be incurred in respect of the Assets prior to closing of the Qualifying Transaction.

The Saskatchewan Permits allow the holder thereof to explore the area for coal and cover a period of one year with two possible six-month extensions and convertible to a 15-year lease. Total acreage of the lands comprising the Assets is approximately 200,835 acres (81,277 hectares).

The Vendors have engaged MineTech International Limited ("MineTech") for the purposes of completing a report in accordance with NI 43-101. That report will include a proposed budget for the exploration and development of the Assets. Based on the Vendor's preliminary assessments of the Assets and their discussions with MineTech, it is anticipated that the first exploration phase will consist of geophysical surveying, airborne geophysics, permitting, photo geological studies, environmental studies and related fees and expenses and that the budget for completion of this phase will be approximately $300,000. It is expected that the Corporation will be able to cover the costs of this program with its existing resources, but should the phase one budget be greater than this amount, the Corporation may need to obtain further financing.

Proposed Management

Westcore's current management will continue as officers and directors of the Corporation upon completion of the Qualifying Transaction. Accordingly, the directors of the Corporation upon closing of the Qualifying Transaction will be Paul Conroy, Derek Batorowski and Raymond Hodgkinson. Mr. Conroy will continue to serve as President and Chief Executive Officer and Mr. Batorowski will serve as Chief Financial Officer and Corporate Secretary. Westcore will add at least one additional independent director prior to closing the Qualifying Transaction. Candidates for such appointment are presently being considered and once determined an announcement will be made to such effect and that individual will be nominated for election upon closing. The following are brief descriptions of the current directors and officers that will, collectively, continue to bear management responsibility for the Corporation upon completion of the Qualifying Transaction:

Paul Conroy - President, Chief Executive Officer and Director. Mr. Conroy is the founder and President of Westcore Energy Ltd. Mr. Conroy is currently a self-employed consultant providing services to a mining project located near Tubutama, Mexico through Mineramex, a private British Virgin Island corporation. He was the founder and CEO of an oil and gas exploration company, Nemco Exploration Ltd. (TSX). Over the past 30 years he has been involved in numerous resource companies holding the positions of principal, officer and director.

Derek Batorowski - Director, Chief Financial Officer and Corporate Secretary. Mr. Batorowski currently serves as a Director of the Corporation and upon closing of the Qualifying Transaction, he will be appointed the Chief Financial Officer of the Corporation. He is currently employed as the Chief Financial Officer by Aztek Energy Ltd. (TSXV). He is also presently serving on the Board of Directors of Milagro Energy Inc. (TSX). Since 1993, he has held accounting positions with EnCana Corporation and Birchill Resources Limited. Mr. Batorowski received his Business Administration Diploma from Mount Royal College in Calgary, Alberta in 1989. He has been a member of the Certified General Accountants Association of Alberta since June 21, 2000.

Raymond Hodgkinson - Director. Mr. Hodgkinson is a Director of the Corporation. He was the Vice- President, Engineering and Chief Operating Officer of Aztek Energy Ltd. from October 2005 to February 2007. Mr. Hodgkinson received his Bachelor of Science in Engineering from the University of Calgary in June 1977. He has been a member of the Alberta Association of Professional Engineers, Geologists and Geophysysicists of Alberta.

Other Information

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 to be prepared in connection with the transaction, any information released or received with respect to the Qualifying 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Except as required pursuant to applicable securities laws, neither the Vendors nor the Corporation will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Corporation.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. (403) 263-0271 (FAX)



 
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