Ocean Park Ventures Corp.

March 15, 2010 18:50 ET

Ocean Park Completes Change of Business

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 15, 2010) -


Ocean Park Ventures Corp. (TSX VENTURE:OCP.H) (the "Company" or "Ocean Park") is pleased to announce that it has completed its Change of Business transaction ("COB") in connection with an agreement dated November 2, 2009 as amended (the "Agreement"), with International Tower Hill Mines Ltd. ("ITH") forming a joint venture (the "Joint Venture") involving ITH's "Chisna" copper/gold project located in the State of Alaska (the "Chisna Property").

Pursuant to the COB, the Company through its wholly-owned Alaskan subsidiary, Ocean Park Alaska Corp. ("OPAC"), has an initial 51% interest and ITH's wholly-owned subsidiary has the remaining 49% interest in the Joint Venture. OPAC's initial contribution to the Joint Venture will be funding for the Chisna Property totalling US$20,000,000 over a five-year period, of which US$5,000,000 must be provided during the first year. This first year amount is reduced to US$2,000,000 if during the first year, the London PM gold fix price and the LME closing copper price are each below US$700/oz and US$1.70/lb respectively for a period of 10 consecutive trading days.

If OPAC fails to fund any portion of the US$5,000,000 (or US$2,000,000 as applicable) in the first year, ITH will be entitled to terminate the Joint Venture, and the Company will be indebted to ITH for the difference between US$5,000,000 (or US$2,000,000 as applicable) and the amount actually funded. OPAC intends to deposit the entire US$5,000,000 into a Joint Venture escrow account immediately following closing, in satisfaction of this requirement.

ITH will be the operator of the Joint Venture during the first two years. After two years, OPAC will be entitled to assume the operatorship and to maintain operatorship until and unless it ceases to hold a majority interest in the Joint Venture. Any work program proposed by the operator will be subject to approval by the five member Joint Venture management committee. In the first five years, ITH will be entitled to nominate two members to the management committee and OPAC will be entitled to nominate the remaining three management committee members.

If OPAC funds the entire US$20,000,000 within the five year period, it will have the option to acquire a further 19% interest in the Joint Venture by producing a positive feasibility study in respect of the Chisna Property which supports a minimum 300,000 ounce per year gold equivalent mining operation, and funding all exploration expenditures in connection with the Chisna Property until the delivery of the feasibility study.

The Company has also issued 200,000 shares to ITH pursuant to the Agreement and has issued 867,429 common shares to Axemen Resource Capital Ltd. ("Axemen") as a finder's fee for introductory services in respect of the Joint Venture. The common shares will be subject to a hold period expiring on July 16, 2010. A total of 458,743 of the shares issued to Axemen will be held in escrow until the first year commitment of US$5,000,000 in funding has been met by OPAC. The Company is required to issue an additional 200,000 common shares to ITH, and 10,000 common shares to Axemen on the anniversary date of the closing, in each of the next four years, if it elects to continue to fund the Joint Venture.

Pursuant to regulatory requirements, the Company has also filed a NI 43-101 Technical Report on the Chisna Copper Gold Project, Chistochina Mining District, South-Central Alaska for Ocean Park Ventures Corp., dated January 28, 2010. The technical report was completed by Christopher N.A. Taylor, P.Geo. and is available under the Company's profile on SEDAR at www.sedar.com.

At the opening of the market on March 16, 2010, the Company's common shares will transfer from the NEX Board to the TSX Venture Exchange as a Tier 2 Mining Issuer and will commence trading on the TSX Venture Exchange under the trading symbol "OCP".

On completion of COB, the 14 million subscription receipts issued in connection with the private placement closed on January 28, 2009 have automatically converted, for no additional consideration, into 14 million common shares of the Company and 7 million common share purchase warrants, with each whole warrant entitling the holder thereof to acquire one additional common share of the Company on or before January 28, 2012, at a price of $0.75 per share, subject to earlier acceleration under certain circumstances. In connection with the private placement, the Company has paid $86,362.50 in finders' fees, issued 978,600 finders' warrants and issued 805,875 finders' units to finders who introduced subscribers to the Company. Each finders' warrant is exercisable at $0.75 on or before January 28, 2012, and each finder's unit has the same terms as the private placement units. The securities issued are subject to a hold period expiring on May 29, 2010.

Following completion of COB and the private placement, the Company now has 40,232,315 common shares issued and outstanding. Total gross proceeds of $7,000,000 from the private placement have also been released from escrow.

For additional information refer to the Filing Statement of the Company dated February 24, 2010, which is available under the Company's profile on SEDAR.

We seek Safe Harbour.


On behalf of the Board,

Donald Gee, CEO/President/Director

This news release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not assume any obligation to update any forward-looking 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

  • Ocean Park Ventures Corp.
    Donald Gee
    President and CEO
    (604) 618-3433