Ocean Park Ventures Corp.

November 03, 2009 20:19 ET

Ocean Park Ventures-Joint Venture-Chisna Cu-Au Project-Alaska

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 3, 2009) - Ocean Park Ventures Corp. (NEX:OCP.H) (the "Company") is pleased to announce that it has entered into an agreement dated November 2, 2009 (the "JV Agreement") with International Tower Hill Mines Ltd., a B.C. incorporated company ("ITH"), in respect of ITH's "Chisna" copper/gold prospect (the "Project") located in the Hartman Mining District of South Central Alaska.

The Project consists of 646 State of Alaska unpatented lode mining claims currently held by Talon Gold Alaska, Inc. ("Talon"), a wholly owned subsidiary of ITH. Pursuant to the JV Agreement, a subsidiary of the Company ("Subco") and Raven Gold Alaska Inc. ("Raven"), another subsidiary of ITH, will form a joint venture (the "JV") for the purpose of exploring and, if warranted, developing the Project.

The initial interests (the "JV Interests") of Subco and Raven in the JV will be 51% and 49% respectively. Raven's initial contribution to the JV will be the Project. Subco's initial contribution to the JV will be funding for the Project totalling $20,000,000 over five years to earn its interest, of which $5,000,000 must be provided during the first year. This first year amount is reduced to $2,000,000 if during the first year of the agreement 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 Subco fails to fund any portion of the initial $5,000,000 (or $2,000,000 as applicable) in the first year, Raven will be entitled to terminate the JV and Subco and the Company will be jointly indebted to Raven for the difference between $5,000,000 (or $2,000,000 as applicable) and the amount actually funded.

Raven will be the operator during the first two years. After two years, Subco will be entitled to assume the operatorship and to maintain operatorship until and unless it ceases to hold a majority interest in the JV. Any work program proposed by the operator will be subject to approval by the five member JV management committee. After the initial contribution period, the JV participant with the greatest interest in the JV will be entitled to nominate three members of the management committee.

If Subco funds the entire $20,000,000 within the next five years, it will have the right and option to acquire a further 19% JV interest by producing a positive feasibility study in respect of the Project within five years after electing to exercise the option, and by funding any additional exploration required to produce such a study. The feasibility study must support a minimum of 300,000 ounces per year of gold equivalent production.

The Company will issue 200,000 common shares to ITH following acceptance of the JV Agreement by the TSX Venture Exchange and an additional 200,000 shares each year thereafter, to a total of 1,000,000 shares, provided the JV is in good standing.

The Company's rights under the JV Agreement are subject to a pre-emptive right in favour of AngloGold Ashanti (U.S.A.) Exploration Inc. ("AngloGold"). Pursuant to an Asset Purchase and Sale and Indemnity Agreement (the "AngloGold Agreement") dated for reference June 30, 2006 among AngloGold, ITH and Talon, AngloGold has the right (the "Pre-emptive Right") to elect to enter into an agreement on the same terms as those of the JV Agreement. AngloGold has 90 days to make such an election. If AngloGold does not make this election within the 90 day period, or if it waives its Pre-emptive Right during such period, Subco and Raven will be able to proceed with the JV, and will be bound by the existing Indemnity and Pre-emptive Rights Agreement, as provided for in the AngloGold Agreement. The principal effect of that agreement on the JV will be the indemnity provisions relating to the Project. AngloGold will have no further pre-emptive right in respect of the Project. ITH intends to give notice of the JV Agreement to AngloGold immediately.

The Company's participation in the JV is subject to the acceptance by the TSX Venture Exchange of a filing to be made by the Company in respect of the JV Agreement. The Company will require additional financing before such a filing will be unconditionally accepted by the Exchange. The JV Agreement was negotiated at arm's length. Subject to acceptance by the TSX Venture Exchange, 1,000,000 common shares of the Company are issuable to Axemen Resource Capital Ltd. as a fee for introductory services in respect of the JV.

The Company looks forward to working with ITH on the Chisna Project.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. 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. If completed, it is anticipated that the Company would graduate to the TSX Venture Exchange as a Tier 2 Mining Issuer.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Ocean Park Ventures Corp. should be considered highly speculative.


On behalf of the Board

Aron Buchman, CEO/Director

This new 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.

The TSX Venture Exchange 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 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.
    Aron Buchman