JRTL Capital Corp.
TSX VENTURE : JRT.P

December 02, 2009 17:11 ET

JRTL Capital Corp. Receives Final Exchange Approval to Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 2, 2009) - JRTL Capital Corp. (TSX VENTURE:JRT.P), the Company reported today that effective December 2, 2009, the TSX Venture Exchange (the "Exchange") had granted final approval to the Company's Qualifying Transaction which consists of a Property Option Agreement to acquire, from Valterra Resource Corporation (`Valterra`), a 60 per-cent interest in certain mineral claims known as the Swift Katie Property, located in the Nelson Mining District, British Columbia.

In addition, the Company reported that the Exchange has approved, concurrent with approval of the Qualifying Transaction, a private placement of 9,500,000 Units to raise $950,000, the transfer to incoming Company directors of 2,000,000 escrowed shares, the appointment of new directors and a change of the Company's name to Tosca Mining Corp. Particulars of the various transactions are summarized as follows:

The Property Acquisition

Under the terms of the property option agreement, the Company can earn a 60% undivided right, title and interest in and to the mineral claims known as the Swift Katie Property consisting of 7,064 hectares located near Salmo, BC. To acquire its interest in the property the Company will be required to make cash payments to Valterra in the amount of $155,000, issue a total of 500,000 shares and incur exploration expenditures on the property aggregating $3,000,000 over a period of five years. The Company is required to issue 100,000 shares to Valterra, pay $35,000 in cash to Valterra and incur expenditures of $270,000 in exploration expenditures in the first year of the term of the option.

Private Placement

The Company has also received final Exchange approval to its non-brokered private placement consisting of 9,500,000 Units at a price of $0.10 per Unit to raise gross proceeds of $950,000. Each Unit consists of one common share and one Warrant. One Warrant entitles the holder to purchase one additional common share at a price of $0.15 for a period of one year. The Company also agreed to pay cash finders fees aggregating $38,240 to finders who introduced accredited investors to the offering.

Escrow Transfer

Concurrent with the completion of the Qualifying Transaction the Exchange has approved the transfer of a total of 2,000,000 shares currently held in escrow to the following incoming directors/principals of the Company:



(a) Ron Shenton - 800,000 shares;
(b) Dr. Luca Riccio - 400,000 shares;
(c) Dr. Sadek el-Alfy - 400,000 shares;
(d) Brian Roberts - 400,000 shares.


The escrow agreement provides for the release of shares from escrow on the basis of 10% upon completion of the Qualifying Transaction (200,000 shares to be released) and the remaining escrow shares to be released in 6 equal tranches (15%) every six months thereafter.

Appointment of Directors

Effective as of the date of the Exchange's Bulletin, Ron Shenton, Dr. Sadek el-Alfy, Dr. Luca Riccio and Brian Roberts have been appointed to the board of directors of the Company. All former directors of the Company, with the exception of Jim Pettit, have resigned their positions effective the date of the Exchange's Bulletin.

Name Change

The Exchange has also approved the change of the Company's name to Tosca Mining Corp. Effective at the opening on Thursday, December 3, 2009 the common shares of Tosca Mining Corp. will commence trading on the Exchange and the common shares of JRTL Capital Corp. will be delisted. The Company is classified as a "Mining" company and its trading symbol is TSQ.V.

Grant of Options

The Company also reported that Directors had approved the grant of a total of 1,350,000 incentive stock options to directors, officers and technical consultants. The options are exercisable at a price of $0.10 per share for a period of three years, expiring December 2, 2012.

On Behalf of the Board,

Ronald Shenton, President

Statements in this press release, other than purely historical information, including statements relating to the Company's future plans and objectives or expected results, may include forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • JRTL Capital Corp.
    Ronald Shenton
    President
    (604) 687-6562
    (604) 678-2532 (FAX)