Challenger Deep Capital Corp.
TSX VENTURE : CDE.P

Challenger Deep Capital Corp.

November 17, 2009 17:20 ET

Challenger Deep Files Filing Statement for Qualifying Transaction and National Instrument 43-101 Report

CALGARY, ALBERTA--(Marketwire - Nov. 17, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.

Further to its news release of September 24, 2009, Challenger Deep Capital Corp. ("Challenger" or the "Corporation") (TSX VENTURE:CDE.P) is pleased to provide an update regarding its proposed qualifying transaction with Ansell Capital Corp. ("Ansell") (TSX VENTURE:ACP) regarding the Redrock property and the Battle Mountain property in Nevada (the "Proposed Transaction").

Filing of Filing Statement and NI 43-101 Report

Challenger is pleased to annouce that it has filed, under Challenger's corporate profile, on SEDAR (www.sedar.com) a Filing Statement dated November 17, 2009 with respect to the Proposed Transaction and a National Instrument 43-101 compliant Report (the "Report") of Robert A. Lunceford, M. Sc., CPG (the "Qualified Person") dated August 15, 2009 with respect to the Proposed Transaction pursuant to which a proposed assignment and novation of Ansell's right, title, interest and obligations in, to and under two mining lease with option to purchase agreements relating to the Redrock and Battle Mountain ("NBM") gold projects, respectively, in Nevada, USA to a Nevada wholly-owned subsidiary of Challenger, subject to a back-in right retained by Ansell.

Challenger is also pleased to advise that it has received the conditional approval of the TSX Venture Exchange (the "Exchange") for the Proposed Transaction via letter dated November 16, 2009, subject to Challenger completing the previously announced concurrent financing and fulfilling the filing requirements of the Exchange contained in Exchange Policy 2.4 as the same relates to the closing of a Qualifying Transaction for Capital Pool Companies.

The Proposed Transaction was announced by Challenger and Ansell on July 23, 2009.

Description of Report and Recommendation

The Report concludes that the Redrock Property is a property of merit and offers a sound exploration opportunity for Challenger and the NBM Property provides a well-supported drill target, based on geologic mapping, geochemistry, and geophysics.

The Report notes that the greatest potential of the Redrock Property is for Carlin-type gold deposits hosted in lower plate carbonate lithologies in or adjacent to favorable structural zones, both low- and high-angle. Additionally, there is potential for other gold deposits at relatively shallow depths in moderately favorable upper plate lithologies including calcareous sandstone and siltstone within the Silurian Elder Sandstone and Devonian-Ordovician undivided units near structural conduits. Previous drilling on the Redrock Property did not test any of the defined gold targets in either upper or lower plate rocks.

The Report also notes that the NBM Property has the potential for the discovery of both a proximal gold skarn deposit, similar to Gold Acres, Cortez and Fortitude, and distal gold deposit - Carlin-type, similar to Pipeline, Cortez Hills and Phoenix. The presence of high zinc, antimony, and arsenic is very encouraging as these elements are often above or distal to Carlin-type gold deposits.

The Report also recommends that further exploration of the Redrock Property and NBM Property is justified based on significant exposures of precious and base metal mineralization, indicated by geologic mapping, rock and soil geochemical data, geophysical interpretations, and previous drill intercepts.

In that regard, the Qualified Person has recommended that a Phase I exploration program should be conducted under a budget totaling US$335,000. A second (Phase II) program for US$700,000 is recommended as a follow-up to the Phase I Program.

For the Redrock Property, the Phase I exploration program will allow continued exploration under a systematic, methodical, and phased program. Exploration activities will include additional, detailed geologic mapping, biogeochemical sampling and geophysical surveys to identify and prioritize drill targets. The Phase I program allows for the completion of a single deep (914 m, 3000 ft.) test of the lower plate of the Roberts Mountain thrust, as well as fault and replacement mineralization within upper plate rocks at the Redrock Property.

For the NBM Property, the Phase I program allows for continued exploration which will consist of detailed geophysical surveys and additional geochemical sampling. Under the Phase II program, the collaring of two to three, 304 – 457 m drill holes is included.

Sponsorship Exemption and Trading Resumption

In connection with making its initial submission to the Exchange, Challenger made an application for an exemption from sponsorship requirements in connection with the Proposed Transaction. The Exchange has now granted Challenger's request for an exemption from sponsorship requirements in connection with the Proposed Transaction. In addition, trading in Challenger's Common Shares resumed on the Exchange on November 16, 2009. Trading in Challenger's Common Shares had been halted since the announcement of the Proposed Transaction on July 23, 2009. Closing of the Proposed Transaction is expected to occur in the last week of this month.

The Qualified Person (QP) responsible for the technical content of this news release is Robert A. Lunceford, M. Sc., CPG.

READER ADVISORY

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Statements in this press release may contain forward-looking information including, statements regarding expected closing date and the completion of the Proposed Transaction. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Challenger. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Challenger does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE 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 IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

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.

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.

Contact Information

  • Challenger Deep Capital Corp.
    Paul McKenzie, President,
    Chief Executive Officer and Chief Financial Officer
    (604) 642-2625
    (604) 642-2629 (FAX)
    www.sedar.com