Bling Capital Corp.
TSX VENTURE : BLI.P

September 08, 2009 16:55 ET

Bling Capital Corp. Announces Appointment of Director, Signing of Letter of Intent and Proposed Private Placement of $200,000

CALGARY, ALBERTA--(Marketwire - Sept. 8, 2009) -

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Bling Capital Corp.(the "Corporation") (TSX VENTURE:BLI.P) is pleased to announce that Mr. Kevin Nephin has been appointed as a director of the Corporation, that the Corporation has entered into a letter of intent (the "Letter of Intent"), with Copper Canyon Resources Ltd. ("Copper Canyon"), whereby the Corporation proposes to acquire an interest in certain mineral exploration properties ("Abo Gold (Harrison Gold) Properties") located in British Columbia (the "Acquisition") and that prior to the closing of the Acquisition, the Corporation anticipates closing a private placement of common shares in the Corporation for aggregate proceeds of $200,000.

The Corporation is a capital pool company and intends for the Acquisition to constitute the "Qualifying Transaction" of the Corporation as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Acquisition is an arm's length transaction and upon completion thereof, it is expected that the Corporation will be a Tier 2 Mining Issuer.

Copper Canyon is a public corporation, incorporated under the Business Corporations Act (Alberta) listed on the Exchange under the symbol "CPY".

Appointment of Director

On September 1st, 2009, Kevin Nephin was appointed as the fourth member of the Board of Directors of the Corporation. Mr. Nephin has over 25 years experience in the investment industry. His experience includes 13 years as an Investment Advisor, primarily focused on mining and exploration companies. He was a Director and Vice-President of Parklane Mines and Minerals and Founder, Director and Executive Vice-President of Micrologix Biotech.

Private Placement

Prior to or concurrent upon the closing of the Acquisition, the Corporation anticipates completing a non-brokered private placement of common shares in the capital of the Corporation at an issue price of $0.05 per common share for gross proceeds of $200,000 (the "Private Placement"). The net proceeds of the Private Placement will be used by the Corporation to finance the exploration and development of the Abo Gold (Harrison Gold) Properties, described below, for general working capital purposes, and to pay closing costs associated with the Qualifying Transaction.

The Acquisition

Highlights of the Acquisition

Pursuant to the terms of the Letter of Intent, subject to completion of satisfactory due diligence, a definitive acquisition agreement (the "Definitive Agreement"), the satisfaction of certain closing conditions customary to transactions of the nature of the Acquisition and receipt of applicable regulatory approvals, the Corporation intends to acquire from Copper Canyon a 100% interest in the Abo Gold (Harrison Gold) Properties. As consideration for the Acquisition, the Corporation will issue to Copper Canyon, up to a total of 750,000 Common Shares in the capital of the Corporation (the "Acquisition Shares"), issued in equal instalments of 150,000 Common Shares over a period of five (5) years, the first issuance being upon the closing of the transaction, as well as up to $100,000 in cash, paid in equal instalments of $20,000 over five (5) years, the first payment being upon the closing of the transaction. The Acquisition Shares will be issued at a deemed price of $0.05 per share. The Acquisition Shares will be subject to the escrow requirements of the Exchange, if applicable.

In addition, pursuant to the terms of the Letter of Intent, Copper Canyon will retain a 1% net smelter return (the "NSR") on all metals discovered on the Property. The definitive terms of the NSR will be contained in a royalty agreement to be entered into by the parties at or prior to the closing of the Acquisition (the "Closing").

The Property

The Abo Gold (Harrison Gold) property project is located 5km north of Harrison Lake, British Columbia.

The property area has been held or optioned by various operations since the early 1970's including Abo Resources, Kerr Addison Mines Ltd and Berma International Resources. Exploration work includes mapping, soil sampling, ground based geophysics, 444m of underground development work and a total of 13,856m (45,448') of diamond drilling.

Insiders of Bling after the Qualifying Transaction

Kevin Nephin: Mr. Nephin has over 25 years experience in the investment industry. His experience includes 13 years as an Investment Advisor, primarily focused on mining and exploration companies. He was a Director and Vice-President of Parklane Mines and Minerals, Founder, Director and Executive Vice-President of Micrologix Biotech.

Russ Hammond: Mr. Hammond was educated at St. Catherines College, Cambridge, where he obtained a Bachelors' degree in Economics. Previously, he was Managing Director of Greenwell-Montagu Securities, London, England. Mr. Hammond has been Non-Executive Chairman of Terrenex Acquisition Corp. and is a Non-Executive Director of Questere Energy Inc and Tethys Petroleum Limited.

Sponsor

Sponsorship of a qualifying transaction of a Capital Pool Company is required by the Exchange unless exempt in accordance with Exchange policies. The Corporation is currently reviewing the Exchange requirements for a sponsorship and intends to comply with the policies of the Exchange after discussions with the Exchange regarding sponsorship, although, it is anticipated that the Corporation will be eligible for the applicable exemptions related to sponsorship.

Conditions of the Acquisition

Completion of the Acquisition is subject to a number of conditions including, but not limited to, the closing of the Private Placement, evidence that the Property is a "Qualifying Property" as such term is defined in the policies of the Exchange, obtaining a National Instrument 43-101 technical report, the satisfaction of the Corporation and of Copper Canyon in respect of certain due diligence investigations to be undertaken by each party, closing conditions customary to transactions of the nature of the Acquisition, Exchange acceptance and, if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained and there can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition 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 Corporation's shares are currently listed for trading on the Exchange. In accordance with Exchange policy, however, the Corporation's shares are currently halted from trading and will remain halted until such time as determined by the Exchange, which, depending on the policies of the Exchange, may not occur until the completion of the Acquisition.

The Corporation will provide further details in respect of the Qualifying Transaction, in due course by way of press release.

Cautionary Statements

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into the Definitive Agreement and the terms and conditions of the Acquisition, including securities of the Corporation to be issued, matters related to the Private Placement and obtaining a technical report. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Venture One. The material factors and assumptions include the parties to the Acquisition being able to obtain the necessary director, shareholder and regulatory approvals; Exchange policies not changing; completion of satisfactory due diligence; the structure of the Acquisition being the most tax efficient way of completing the Acquisition; no unforeseen circumstances with respect to the preparation of the technical report that would slow down its completion. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Exchange, the failure to obtain the required directors' and shareholders' approval to the Acquisition; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The TSX Venture Exchange, Inc. has in no way passed upon the merits of the proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release.

Contact Information

  • Bling Capital Corp.
    Stuart Peterson
    President and Director
    (403) 234-0734