Orient Venture Capital Inc.
TSX VENTURE : OVC.P

Orient Venture Capital Inc.

January 25, 2010 14:58 ET

Orient Venture Capital Inc. Announces Agreements With Erin Ventures Inc. and Hedger Capital Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 25, 2010) - Orient Venture Capital Inc. (TSX VENTURE:OVC.P) (the "Company") is pleased to announce that, further to its news release dated January 8, 2010 announcing its qualifying transaction (the "Qualifying Transaction"), it has entered into the following:

  • A subscription agreement (the "EV Agreement") with Erin Ventures Inc. ("EV"). Pursuant to the EV Agreement, the Company has agreed to purchase 2,500,000 units ("EV Units") at $0.10 per EV Unit for an aggregate investment of $250,000 (the "EV Investment"). Each EV Unit is comprised of one common share of EV (an "EV Share") and one warrant (an "EV Warrant"), with each EV Warrant entitling the Company, on exercise, to acquire one additional EV Share at a price equal to $0.15. Erin agrees that it will file a Price Reservation Form with TSX-V to reserve the offering price of $0.10 per unit. However, if the Company does not complete the EV Investment before the expiry of the price reservation, the Company is entitled to subscribe at the unit price equal to the maximum allowable discount to the prevailing market price at that time, subject to a minimum unit price of $0.10 per unit, and the warrant exercise price will be equal to 150% of the unit price. The EV Agreement is subject to the approval of the TSX-V. The EV Shares and EV Warrants will be issued subject to a four-month hold period in accordance with applicable securities laws. The parties also agreed that EV will appoint a representative of the Company as an advisor to its Board of Directors to advise EV on financing and acquisition activities in the Asian market.
  • A subscription agreement (the "Pinestar Agreement") with Hedger Capital Inc. Hedger Capital Inc. is currently completing its own Qualifying Transaction to acquire Oretech Resources Inc. and will be changing its name to Pinestar Gold Inc. ("Pinestar"). Pursuant to the Pinestar Agreement, the Company has agreed to purchase such number of shares ("Pinestar Shares") at $0.25 per share (or such greater amount as is required pursuant to TSX-V policies, after applying the maximum discount available under such policies), for an aggregate investment of $150,000 to $200,000, with the exact amount to be determined mutually by the Company and Pinestar (the "Pinestar Investment"). The Pinestar Investment is subject to the condition that Hedger Capital Inc. must have completed its Qualifying Transaction with Oretech Resources Inc. The Pinestar Agreement is also subject to the approval of the TSX-V. The Pinestar Shares will be issued subject to a four-month hold period in accordance with applicable securities laws. The parties also agreed that Pinestar will appoint a representative of the Company or the Company as an advisor to its Board of Directors to advise Pinestar on financing and acquisition activities in the Asian market.

The EV Investment, the Pinestar Investment and one other investment to be made by the Company, together with the Company's previously announced investment in RX Exploration Inc. will constitute the Company's Qualifying Transaction in accordance with the policies of the TSX-V.

Upon completion of the Qualifying Transaction, the Company will be listed as a Tier 2 Investment Issuer on the TSX-V focused on investing in private or public companies whose businesses involve gold exploration, pre-production and other precious and base metals as well as oil & gas & renewable energy opportunities, which will be disclosed in the Company's filing statement and made available on www.SEDAR.com. As previously announced in the Company's news release of January 11, 2010, the Company has engaged Haywood Securities Inc. to act as its Sponsor for the Qualifying Transaction.

ABOUT ERIN VENTURES INC.

Erin Ventures Inc. (TSX VENTURE:EV) is an emerging international junior mining and exploration company engaged in the acquisition, exploration, and development of precious metal properties. EV's strategy is to uncover and capitalize on unique development opportunities within different regions internationally. EV's objective is to increase its mineral reserves by developing current properties and through the acquisition of additional mining projects.

EV's wholly owned subsidiary, Balkan Gold, was recently granted an exclusive exploration license for the Volujski Kljuc alluvial gold deposit in Serbia while the parent company has entered into an agreement to purchase majority control of the assets of the Santa Rosa Gold Mine in Panama. EV is also expanding exploration activities at both the Ceibo Chico gold property in Belize, and the Deep River gold project in North Carolina and expect to offset costs on both properties through recently established gold production.

ABOUT PINESTAR GOLD INC.

Hedger Capital Inc. is a capital pool company listed on the TSX-V, which is currently completing a Qualifying Transaction to acquire Oretech Resources Inc. ("Oretech") and will be changing its name to Pinestar Gold Inc. Following the Qualifying Transaction, Pinestar will be carrying on the business of Oretech, which includes identifying, acquiring and exploring mineral properties in Chile. Pinestar will trade on the TSX-V under the symbol of "PNS". On June 29, 2009, Oretech entered into an option agreement with Condor Resources Inc., a company listed on TSX-V, pursuant to which Condor granted Oretech an option to acquire up to a 70% interest in Condor's Becker Property, a prospective gold property located in southern Chile. The Becker Property consists of eight exploration concessions with first rights over approximately 1,800 hectares. Hedger Capital Inc. filed the Filing Statement and Technical Report required by TSX-V regarding its qualifying transaction on SEDAR on November 25, 2009 and anticipates completing its qualifying transaction shortly.

ABOUT THE COMPANY

The Company is a CPC within the meaning of the policies of TSX-V. The Company commenced operations when it completed its initial public offering; however, it presently has no assets other than cash. Since the date of listing of the Company's common shares on the Exchange, the Company has identified and evaluated several businesses and assets with a view to completing a Qualifying Transaction under the TSX-V's CPC policies. Trading of the common shares of the Company on the TSX-V is currently halted and it is anticipated that trading will remain halted until completion of the Qualifying Transaction.

Further information regarding the Qualifying Transaction is required to be disclosed in a subsequent news release. Such news release will be issued in due course.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a 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.

Caution Regarding Forward-Looking Statements - This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company, EV, Pinestar and the Qualifying Transaction. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

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 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

  • Orient Venture Capital Inc.
    Min Kuang, Director
    300 - 1055 West Hastings Street
    Vancouver, BC V6E 2E9
    604.689.0618