Four Points Capital Corp.

April 05, 2010 13:29 ET

Four Points Capital Corp. to Acquire Curis Resources Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 5, 2010) -


Four Points Capital Corp. (the "Corporation"), a Vancouver based Capital Pool Company listed on the TSX Venture Exchange Inc. (the "Exchange") (TSX VENTURE:FPA.P) announces that it has entered into a letter agreement (the "Letter Agreement") effective April 3, 2010 with Curis Resources Ltd. ("Curis") to purchase all of the issued and outstanding common shares of Curis (the "Acquisition").

The Acquisition, if completed, will constitute the Corporation's "Qualifying Transaction" under Exchange Policy 2.4. Curis is at arm's length to the Corporation, as such, the Acquisition will not be subject to approval of the shareholders of the Corporation.


The following is based upon on information provided by Curis and due diligence reviews carried out by the management of the Corporation.

Curis was incorporated pursuant to the Business Corporations Act (British Columbia) on August 14, 2007.

Curis is a mineral exploration company based in Vancouver, B.C., whose primary focus is the wholly-owned Florence Copper Project consisting of approximately 1,342 acres located approximately 2.5 miles northwest of the town of Florence, in Pinal County, Arizona, USA (the "Florence Project"). Based on previous work and a recently updated property report on the Florence Project, management of Curis believes that the Florence Project has excellent potential to become an in-situ copper recovery operation.

Financial Disclosure

Selected financial statement information on the financial condition and results of operations for Curis is presented in the following tables. Such information is derived from the audited financial statements of Curis for the financial year ended March 31, 2009 and the unaudited interim period for the nine months ended December 31, 2009 which have been prepared in accordance with International Financial Reporting Standards. The information provided herein is subject to the disclosure in such financial statements, which the reader should closely review when the Corporation files its information circular on SEDAR with respect to the Acquisition.

As at December 31, As at March 31,
2009 2009
Statement of Financial Position (unaudited, US$)(1) (audited, $)
Mineral property interests US$ 8,596,073 $ -
Investments 1 1
Amounts receivable and other assets 83,397 53,217
Due from related parties 100,000 -
Cash and cash equivalents 1,339,362 6,267,127
Total Assets 10,118,833 6,320,344
Promissory note 4,608,384 -
Amounts payable and other liabilities 66,845 285
Due to related party 198,527 60,071
Total Liabilities 4,873,756 60,356
Share capital 5,693,013 7,179,084
Reserves (409,872) (515,285)
Accumulated deficit (38,064) (403,811)
Total Equity 5,245,077 6,259,988
Total Equity and Liabilities 10,120,085 6,320,344
For the nine For the
months ended year ended
Statement of Income and December 31, 2009 March 31, 2009
Comprehensive Income (unaudited, US$)(1) (audited, $)
Exploration US$ 318,130 $ 217,525
Administration 361,720 301,974
Net (loss) before the following (679,850) (519,499)
Interest income 37,569 118,831
Foreign exchange gain 924,440 102,540
Income taxes - -
Income (loss) for the period 282,159 (298,128)
Unrealized loss on available-for-sale
marketable securities - (515,285)
Total comprehensive income (loss) 282,159 (813,413)
(1) Presented in United States Dollars ("US$").

Proposed Acquisition

The Corporation will acquire all of the issued and outstanding common shares of Curis in exchange for the issuance of 32,600,001 common shares in the capital of the Corporation (the "Common Shares" and individually, a "Common Share") to the holders of common shares of Curis on a pro-rata basis.

Upon the completion of the Acquisition, Curis will become a subsidiary of the Corporation and the Corporation will carry on its business through Curis.

It is expected that the directors of Curis will enter into a voting support agreement to approve the resolutions required to implement the Acquisition at a meeting of the Curis shareholders.

Subject to the prior consent of the Exchange and applicable securities laws, immediately prior to the Acquisition, the directors of the Corporation will proportionally sell a portion of their Common Shares to certain of the incoming Principals of the resulting issuer.

Proposed Private Placement

The parties intend that either the Corporation or Curis will complete, concurrently with the closing of the Acquisition, a brokered private placement and a non-brokered private placement to raise aggregate gross proceeds in the minimum amount of $28,000,000 and the maximum amount of $45,000,000 (the "Private Placement") on terms to be determined.

The Corporation or Curis will engage agents for the brokered portion of the financing and customary compensation will be paid to the agents for its agency services.

The proceeds of this Private Placement will be used to fund the work on the Florence Project, to fund acquisition costs for the Florence Project, to pay for the transaction expenses, and for general working capital purposes.

Exemption from Sponsorship

The Corporation intends to rely on the exemption from sponsorship in Exchange Policy 2.2 section 3.4(a)(i)(C).

Securities Issued on Closing

On the closing of the Acquisition and the Private Placement, the Corporation expects to be classified as a Tier 1 Mining Issuer, and will have approximately 33,710,001 issued Common Shares in addition to the Common Shares to be issued in connection with the Private Placement. In addition, in connection with its acquisition of the Florence Project, Curis is required to issue to the underlying vendor that number of common shares in its capital which will result in the vendor holding 10% of the issued and outstanding shares of Curis following its initial public listing. In addition, the Corporation has granted stock options to the current directors and officers to acquire an aggregate of 111,000 Common Shares at an exercise price of $0.50 per Common Share and has granted an aggregate of 40,000 agent's options in connection with its initial public offering, at an exercise price of $0.50 per Common Share. It is also expected that the Corporation will grant stock options to the employees and principals of the resulting issuer on closing of the Acquisition.

Conditions of Closing

The closing of the Acquisition will be subject to at least the following conditions precedent:

1. the execution of a definitive agreement between the Corporation and
Curis with respect to the Acquisition (the "Definitive Agreement");
2. the receipt of all regulatory, corporate and third party approvals,
including the conditional approval of the Exchange, and compliance with
all applicable regulatory requirements and conditions necessary to
complete the Acquisition;
3. the approval of the Acquisition by the requisite majority of the votes
cast by the shareholders of Curis at a properly constituted meeting of
the shareholders of Curis;
4. the maintenance of the Corporation's listing on the Exchange;
5. the resignation of the current directors of the Corporation and the
appointment of the nominees of Curis;
6. the representations and warranties of the Corporation and Curis as set
out in the Definitive Agreement being true and correct at the time of
closing of the Acquisition with the same force and effect as if made at
and as of such time;
7. the absence of any material adverse effect on the financial and
operational condition or the assets of the Corporation and Curis; and
8. the completion of the Private Placement.

Directors, Officers and other Insiders

On completion of the Acquisition, the directors, senior officers and insiders of the resulting issuer are anticipated to be:

Robert A. Dickinson, Director and Chairman, is an economic geologist who has been actively involved in mineral exploration and mine development for over 40 years. He is Chairman of Hunter Dickinson Inc. as well as a director and member of the management team of a number of the public companies associated with Hunter Dickinson. He is also President and Director of United Mineral Services Ltd., a private resource company. He also serves as a Director of the BC Mining Museum and a Trustee of the BC Mineral Resources Education Program.

Michael McPhie, Director, President and Chief Executive Officer, Mr. McPhie is a senior mining executive with more than 20 years of operational and project development experience. Prior to joining Curis, Michael was Managing Director, Natural Resources Group with Heenan Blaikie Global Advisors Corporation and before that Executive Vice President of Exeter Resource Corporation. Prior to this Michael was President & CEO of the Mining Association of BC and before that served as a senior policy director with Natural Resources Canada. Michael is currently 1st Vice Chair of the Board of Governors of the British Columbia Institute of Technology, a director of the Association for Mineral Exploration BC and Co-Chair of the BC Museum of Mining.

Russell E. Hallbauer, P. Eng., Director, Mr. Hallbauer is a Registered Professional Engineer with the Association of Professional Engineers of British Columbia and he has been a member of the Canadian Institute of Mining and Metallurgy since 1975 and is a director and former chairman of the Mining Association of B.C. Mr. Hallbauer is President, Chief Executive Officer and a director of Taseko Mines Limited the owner of the Gibraltar Mine located near Williams Lake, British Columbia. He is also a director of Hunter Dickinson Inc.

Robert W. Schafer, Director, Mr. Schafer is a Certified Professional Geologist with advanced degrees in geology and mineral economics who has worked internationally with major and junior mining companies including Kinross Gold Corporation, BHP World Minerals and Billiton. Mr. Shafer is also Executive Vive President, Corporate Development for Hunter Dickinson Inc.

Rene Carrier, Director, Mr. Carrier is a past Vice-President of Pacific International Securities Inc. where he worked for ten years, until 1991. Since that time he has been President of Euro-American Capital Corporation, a private company which specializes in restructuring, administration, and raising venture capital funds for junior companies.

Gordon Fretwell, Director, Mr. Fretwell holds a B.Comm, degree and graduated from the University of British Columbia in 1979 with his Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver practicing primarily in the areas of corporate and securities law.

David Copeland, Director, Mr. Copeland is a geological engineer who graduated in economic geology from the University of British Columbia. With over 30 years of experience, Mr. Copeland has undertaken assignments in a variety of capacities in mine exploration, discovery and development throughout the South Pacific, Africa, South America and North America. His principal occupation is President and Director of CEC Engineering Ltd., a consulting engineering firm that directs and co-ordinates advanced technical programs for exploration on behalf of companies for which Hunter Dickinson Inc. provides services. He is also a director of Hunter Dickinson Inc.

James Kerr, Director, Mr. Kerr is a CA with extensive experience in public practice, and is actively involved with audit committees of mining and energy companies, providing advice on accounting and compliance issues based on a risk management approach.

Bernard Tan, Chief Financial Officer, Mr. Tan is a Chartered Accountant and an MBA graduate (finance) from McGill University. He has over ten years of progressive business experience in the area of financial reporting and has worked with various medium and large Canadian and US public corporations in the areas of accounting, corporate finance, and regulatory reporting. Prior to joining Hunter Dickinson in 2005, he worked as an audit manager at KPMG LLP specializing in the technology area. Mr. Tan is also the Chief Financial Officer for Hunter Dickinson Inc., where he manages accounting, regulatory and securities compliance, reporting, treasury and taxation for the group.

Xenia Kritsos, Corporate Secretary, Ms. Kritsos is an internationally qualified business lawyer experienced in providing advice in the mining infrastructure, technology and other sectors. Areas of expertise include mergers and acquisitions, corporate finance, securities law, competition law and foreign investment. Ms. Kritsos is also Legal Counsel for Hunter Dickinson Inc.

Casper Bych, Gary Floyd, John-Mark Staude and David Salmon, the current directors and officers of the Corporation, will resign their positions concurrently with the completion of the Acquisition, except Mr. Floyd, who resigned as of the date of the Letter Agreement.


There can be no assurance that the Acquisition will be completed as proposed or at all. Under Exchange rules, trading in the Common Shares has been halted, and will remain halted pending completion of the Qualifying Transaction.

For further information concerning the Acquisition and this press release, please contact Mr. Casper Bych, Director, Chief Executive Officer and Chief Financial Officer of Four Points Capital Corp. as follows:

Mr. Casper Bych
Telephone: (604)417-6375

or for Curis Resources Ltd. please contact:

Investor Relations
Hunter Dickinson Inc.
1020-800 West Pender Street
Vancouver, BC
V6C 2V6

Telephone: (604) 684-6365

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.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Corporation undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward- looking statements. 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 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 Inc. nor its Regulation Services Provide (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

  • Four Points Capital Corp.
    Mr. Casper Bych
    Chief Executive Officer and Chief Financial Officer
    (604) 417-6375