JRTL Capital Corp.
TSX VENTURE : JRT.P

August 28, 2009 14:11 ET

JRTL Announces Qualifying Transaction- Proposed Acquisition of 60% Interest in Swift Katie Property in Salmo, BC

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 28, 2009) - JRTL Capital Corp. (TSX VENTURE:JRT.P) (the "Company") is pleased to announce that it has entered into a Mineral Property Working Option Agreement dated for reference August 21, 2009 with Valterra Resource Corporation ("Valterra"), a reporting British Columbia corporation, pursuant to which the Company can acquire, in an arms length transaction, a 60% interest in certain mineral claims known as the Swift Katie Property located in the Nelson Mining District, British Columbia, Canada (the "Transaction"). The terms of the Transaction are subject to TSX Venture Exchange (the "Exchange") approval and if approved the Transaction will constitute the Company's acquisition of a significant asset as a Qualifying Transaction as that term is defined in the CPC Listings Policy of the Exchange. Upon completion of the Transaction the Company will be listed as a Tier 2 mining issuer.

Description of the Swift Katie Property

The Swift Katie claims, located near Salmo, BC, are within a highly metallogenic area of British Columbia that historically has hosted several important mining districts including +1 million ounce past-producing mines at the Rossland Au-Cu camp, located 50 kilometres to the southwest and the adjacent Ymir-Sheep Creek Au-Ag camp. The 7,064 hectare property has excellent infrastructure with major highways, high capacity electric transmission lines and a high capacity natural gas pipeline all located within 10 kilometres.

The property is underlain by rocks of the Rossland Group and is considered very favourable for the discovery of polymetallic mineralization. Previous exploratory work includes: numerous geological, geochemical and geophysical surveys and the drilling of 68 core holes for a total of 15,992 metres that resulted in the identification of several exploration targets, with the most significant being the Katie, the 17 and the Swift zones.

During 2007-08, Valterra completed 4,080 metres of diamond drilling in two phases including an initial three BTW drill holes totalling 1126 metres and a further ten NQ2 drill holes totalling 2954 metres. Drilling targeted the Katie and the 17 Zones. Over 2,500 samples were collected for analyses. Several Cu-Au zones were defined in the Katie Main zone drilling including the following composited intervals:

- from 209.9 to 255.31 metres depth (45.41 metres) averaging 0.23% Cu and 0.27 g/t Au in drill hole VKT07-060

- from 49.0 to 120.0 metres depth (71.0 metres) averaging 0.17% Cu and 0.25 g/t Au over 71.0 metres in drill hole VKT08-068 and,

- from 3.05 to 67.07 metres depth (64.02 metres) averaging 0.16% Cu and 0.29 g/t Au including from 60.0 to 62.0 metres depth (2.00 metres) 0.06% Cu and 5.69g/t Au in drill hole VKT08-71

Each of these drill holes represents 25 to 50 metre lateral step-outs from historical (1990-92) drilling and successfully extended copper and gold mineralization at the Katie Main Zone. These holes were cored perpendicular to the trend of much of the historical drilling on the property and confirm the presence of broad intervals of Cu-Au mineralization of undetermined orientation through the target area. As a result, true thickness of the mineralized area is unknown.

There have been numerous geological, geochemical and geophysical surveys completed on the Swift Katie property. Some of the most significant work was funded by subsidiaries of Noranda (for the Katie area) and Falconbridge (for the Swift area). These historical programs have identified several exploration targets resulting in 57 drill holes intersecting portions of the Katie deposit (13,974 metres) and eight drill holes (892 metres) intersecting portions of the Swift prospect. The Katie mineralized zone resembles an alkalic porphyry copper-gold deposit, while the Swift and Ace in the Hole prospects are vein and shear hosted gold zones. The Swift prospect mineralization and alteration suggests that a porphyry body may exist at depth or along the topographic high ridge near the Swift. There are several other geophysical and geochemical anomalies on the property that remain to be followed up.

Valterra optioned the entire amalgamated property in July 2006, and has completed over CDN$ 1. million dollars of exploration expenditures since the fall of 2007 including; compilation, mapping-sampling, airborne geophysics and diamond drilling.

Terms of Transaction

Valterra acquired its interest in and to the Swift Katie Property pursuant to an amended and restated agreement dated for reference the 18th day of December, 2008 between Valterra and the underlying claim holders (the "Underlying Option Agreement"). Under the terms of the option agreement entered into with Valterra, the Company can earn a 60% undivided right title and interest in and to the claims by making cash payments to Valterra in the amount of $155,000.00, issuing a total of 500,000 shares and incurring exploration expenditures on the Property aggregating $3,000,000.00 as follows:

Cash Payments

The Company shall pay to Valterra, One Hundred and Fifty-five Thousand ($155,000.00) Dollars in accordance with the following schedule:

(i) Thirty-five Thousand ($35,000.00) Dollars within three business days of the date that the agreement is accepted for filing by the TSX Venture Exchange (the "Effective Date") and in any event no later than December 15, 2009;

(ii) Sixty Thousand ($60,000.00) Dollars on or before December 31, 2010; and

(iii) Sixty Thousand ($60,000.00) Dollars on or before December 31, 2011.

Share Issuances

The Company shall issue to Valterra five hundred thousand (500,000) shares in accordance with the following schedule:

(i) One hundred thousand (100,000) shares within three (3) business days of the Effective Date;

(ii) One hundred thousand (100,000) shares on or before December 31, 2010;

(iii) One hundred thousand (100,000) shares on or before December 31, 2011;

(iv) One hundred thousand (100,000) shares on or before December 31, 2012; and

(v) One hundred thousand (100,000) shares on or before December 31, 2013.

Work Commitment

The Company shall incur Three Million ($3,000,000.00) Dollars of exploration expenditures on the Property in accordance with the following schedule:

(i) Two Hundred and Fifty Thousand ($250,000.00) Dollars on or before the first anniversary of the Effective Date:

(ii) Five Hundred Thousand ($500,000.00) Dollars on or before the second anniversary of the Effective Date;

(iii) Seven Hundred and Fifty Thousand ($750,000.00) Dollars on or before the third anniversary of the Effective Date;

(iv) Seven Hundred and Fifty Thousand ($750,000.00) Dollars on or before the fourth anniversary of the Effective Date; and

(v) Seven Hundred and Fifty Thousand ($750,000.00) Dollars on or before the fifth anniversary of the Effective Date.

Valterra is responsible for making the remaining payments due pursuant to the Underlying Option Agreement. The terms of the Transaction are subject to the Transaction being accepted by the Exchange as the Company's Qualifying Transaction.

About Valterra

Valterra is a reporting British Columbia company the shares of which are listed for trading on the CNSX. The directors and officers of Valterra are Scott Bradbury Hean, of Vancouver, BC, Robert Liverant, of Vancouver, BC, Edward Odishaw, of Vancouver, BC, Derek Lawrence Page, of Vancouver, BC, Lawrence Peter Page, of Vancouver, BC, Barry Schindel, of Vancouver, BC and Robert Swenarchuk, of Vancouver, BC. The directors and officers and or companies controlled by them collectively own a total of 7,029,616 shares of Valterra. Information as to the individual shareholdings of each of the officers and directors of Valterra is available on SEDI.

Other Aspects of the Transaction

Escrow Transfer

Concurrent with the completion of the Transaction it is contemplated that a total of 2,000,000 shares of the Company currently in escrow and held by directors and/or principals will be transferred to new incoming directors. The escrow transfers are subject to Exchange approval.

Private Placement

The Company intends to undertake an equity private placement to finance the costs of acquiring and undertaking work on the Swift-Katie Property, and to meet minimum listing requirements as a Tier 2 mining issuer. Details of the terms of the private placement will be announced once determined.

Management

There will be a number of changes in the management of the Company as a result of the Qualifying Transaction. The following is a summary of present management that will remain:

Jim Pettit- Director

Jim Pettit has been a Director of JRTL Capital Corp. since formation in 2007. Mr. Pettit is currently serving as a Director on the Boards of 8 public resource companies and offers 15 years experience within the industry specializing in finance, corporate governance, management, and compliance.

He specializes in the early stage development of private, as well as public companies. His background over the past 15 years has been focused primarily within the resource sector where he has managed and directed a n umber of junior mining companies.

As a component of the Qualifying Transaction approval, JRTL Capital Corp will accept the resignations of the other existing directors and officers and appoint the following new management personnel:

Ron Shenton, President, CEO and Director

Mr. Shenton brings 25 years of experience in the investment community. He started out working as an investment advisor for a national brokerage firm, before moving to a local brokerage firm working to fund start- up companies. Since then Mr. Shenton has been involved in several companies performing various tasks including fund raising, investor relations, consulting on acquisitions and restructuring.

Dr. Luca Riccio, P.Geo. - Director

Luca Riccio, PhD, P.Geo. is president of Riccio Geoconsulting Ltd. and former V.P. Exploration of Crystallex International. Dr. Riccio has been involved in the evaluation and/or supervision of gold, base metal, chromite, nickel-copper and PGMs projects in the Americas, Europe and Asia. He was responsible for the underground exploration and development at the New Britannia Mine in 1987-88 and the initial evaluation of the Andacollo gold project in Chile in 1989. In the early 1990's Dr. Riccio pioneered a regional exploration program in southeastern Venezuela, which led to the discovery of several gold deposits and one producing mine. Under his supervision, the reserves at Las Cristinas gold deposit in Venezuela increased from 10.0 to 12.6 million ounces. Dr. Riccio is fluent in four languages.

Dr. Sadek E. El-Alfy, PH.D (Mining), D.I.C., BSC (ENG), ARSM-Director

Dr. Sadek El-Alfy is a professional mining Engineer with 35 years experience in hard rock mining on various continents.

Recently he was responsible for all operations in Venezuela and Uruguay of Crystallex International Corporation over a period of 10 years. This included Open Pit and Underground operations. Over the past few years, he was also responsible for the completion of Feasibility Studies and Environmental Impact Studies for major mining projects in several South American Nations. Prior to the South American operations, Dr. El-Alfy was in charge of mining and concentrating operations at several locations in Canada including General Manager of the Iron Ore Company of Canada operations in Labrador City and General Manager of a group of mines in Timmins and in charge of an operation in the Yellowknife area. Dr. El-Alfy is fluent in 4 languages.

Brian Roberts-Director

Mr. Roberts is the principal of B. Roberts & Associates of Delta, B.C., a private financial and business consulting firm involved in the evaluation, turnaround and management of both private and public companies since 1984. He is also a shareholder and director of a number of private corporations in Canada and the US.

Mr. Roberts is a 1978 B.Comm graduate of the University of Alberta having previously been a principal with a mechanical engineering firm from 1976 to 1981 and operations manager for an Alberta union plant maintenance group with a number of construction industry divisions from 1981 to 1984. Previous to 1976, he was employed in the steel and metals industry and prior to 1970, he spent eight years as an aircrew officer with the Royal Canadian Air Force.

Name Change

Subsequent to the completion of the Transaction it is proposed that the Company will change its name to Tosca Mining Corp. The name change will be subject to Exchange and Shareholder approvals.

Sponsorship

The Company also reported that it would be seeking a waiver of the Exchange's "sponsorship requirements" based on the considerations as contemplated in section 3.4(Exemptions from Sponsorship) of Exchange policy 2.2 on the following bases:

1. The Company is not a foreign issuer;

2. That management of the Company meets a high standard, such that the directors and senior officers of the Resulting Issuer (which will be the Company) collectively possess the appropriate experience, qualifications and history; and

3. That the Resulting Issuer will become a mining issuer that:

(i) satisfies at least the Tier 2 minimum listing requirements as set forth in Exchange policy 2.1; and

(ii) will have a current geological report for the Swift Katie property (which will, at closing, be its only principal property).

The Company has been advised that the Exchange will not require shareholder approval to support the proposed Qualifying Transaction but, will require a filing statement prepared in accordance with Exchange Form 3B2.

Upon closing of the Transaction, it is not expected that there will be any new insiders of the Company other than the proposed new directors.

The common shares of the Company will remain halted until such time as the Exchange provides permission to resume trading.

Cautionary Statements

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction.

Dr. Luca Riccio, P.Geo., a proposed Director of the Resulting Issuer, is the qualified person on behalf of the Company responsible for the technical matters pertaining to the Swift Katie Property as set out in this news release.

ON BEHALF OF THE BOARD

JAMES P. PETTIT, Director

This news release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. The Company disclaims any intention or obligation to revise or update such statements.

Neither 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

  • JRTL Capital Corp.
    James P. Pettit
    Director
    (604) 687-3376
    (604) 678-2532 (FAX)