Ansell Capital Corp.
TSX VENTURE : ACP.P

June 20, 2008 09:00 ET

Ansell Capital Corp. Proposed Qualifying Transaction

Agreement signed to acquire a 70% interest in Guijoso property, Jalisco State, Mexico

WEST VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 20, 2008) - Ansell Capital Corp. ("Ansell") (TSX VENTURE:ACP.P) is pleased to announce that it has signed a letter of intent dated May 7, 2008 with Fury Explorations Ltd. ("Fury") and its wholly owned Mexican subsidiary Fury Explorations Mexico, S. de R.L de C.V. pursuant to which Ansell can acquire in an arms length transaction a 70% undivided interest in and to five (5) mineral exploration concessions located in Jalisco State, Mexico 200 km west of Guadalajara and approximately 5 km south of San Felipe de Hijar. The terms of acquisition are subject to TSX Venture Exchange (the "Exchange") approval and if approved the acquisition will constitute Ansell's acquisition of a significant asset as a Qualifying Transaction as that term is defined in the CPC Listings Policy of the Exchange.

The Guijoso Project consists of five (5) mineral exploration concessions encompassing approximately 5,080 hectares of mineral prospective lands located at the southern end of the Sierra Madre Occidental (SMO) metallogenic province, a large Mid-Tertiary volcanic field which is one of the world's largest epithermal precious metal terranes hosting a majority of Mexico's gold and silver deposits. Rocks in the area around San Felipe de Hijar consist of Cretaceous rhyolite tuff, volcaniclastic, and other fine and coarse shallow marine units of the Guerrero Terrane intruded by similar-aged granite to diorite plugs and stocks. These older rocks are overlain by younger Pliocene-Pleistocene polymict conglomerates, and basalt flows, which were then covered by Quaternary andesite and basalt flows. Tertiary pyroclastic rhyolite tuffs and interbeds of andesite trending northwest dominate the Guijoso Project. Complex intersecting north-south, northwest, northeast and east-west structures cut the central part of the project area.

The Guijoso Project is located within a belt of low sulfidation epithermal precious and base metal deposits extending through much of western Mexico. All mineralization discovered to date at the Guijoso Project is associated with pervasive, vein and stockwork silicification and adjacent argillic alteration within rhyolite tuffs. Silicification as presently known has been recognized over an area approximately six kms in length by and 1.5 kms in width.

Fury commenced a sampling and mapping program in January 2007 investigating several targets including Area Guijoso, Cerro Guijoso, and Arroyo Higueritas. The Area Guijoso target has been extensively rock geochemical sampled. Results of vein sampling of three principal veins accruing two kms in strike indicated encouraging silver-gold mineralization to a maximum of 712 g/t Ag and 4.7 g/t Au. Drill results were significantly lower than surface sample results from veins due to poor recoveries and abandoned holes arising out of ground conditions and other factors. The most prospective zone of mineralization is believed to lie at significantly deeper depths (+/- 400 m) than the relatively shallow zone (less than 150 m) tested by Fury core holes. At the Area Guijoso target, silica textures including chalcedonic greater than crystalline quartz, cockscomb textures, banding, vuggy, recrystallized, and brecciation suggest that the "top" of the system is intact.

Between March 2, 2007 and March 1, 2008 Fury expended US$445,269 in the organization and evaluation of the Guijoso Project. Work included regional and target-specific geochemical rock sampling, grid rock sampling, mapping, and drilling of 13 core drill holes (DDH 001 through DDH 013) accruing 2,017 m.

Fury is a reporting company having its shares posted and called for trading on the TSX Venture Exchange.

A geological report and summary of field examination on the Guijoso Project dated June 2, 2008 has been prepared by R.A. Lunceford M.Sc., CPG, a Qualified Person for the purpose of preparing a compliant report under National Instrument 43-101.

In his report, Mr. Lunceford concludes that further exploration of the Guijoso Project is recommended and justified since the drill program undertaken by Fury did not adequately test the potential mineralization in the area covered by the claims.

Mr. Lunceford has recommended a 2-phase exploration program on the lands which includes an initial program consisting satellite imagery, geologic mapping, sampling, petrography, and possibly geophysics leading to a second program to include 5,000 meters of drilling. The 2-phase program is estimated to cost of US$1,115,000.

The Qualifying Report of Mr. Lunceford will be filed on Sedar after Ansell receives confirmation that the report is in a form acceptable to the TSX Venture Exchange demonstrating the merits of the Guijoso project as a Qualifying Transaction.

Terms of Acquisition

Under the terms of the letter agreement entered into with Fury, Ansell can earn a 70% undivided right, title and interest in and to the exploration concessions by paying to Fury the sum of US$275,000, by issuing and allotting to Fury 1,300,000 fully paid non-assessable shares of Ansell and by incurring expenditures on the concession lands in the aggregate amount of US$2,000,000 in installments over a 3 year period ending March 2nd, 2011.

Fury acquired its interest in and to the exploration concessions on March 2, 2007 under an option agreement entered into with the registered concession holders.

In order for Fury to acquire a 100% interest in and to the concessions (subject to a 2.5% net smelter return royalty), Fury must make payments to the registered owners of the concessions in the amount of US$300,000, issue 300,000 common shares of its capital stock and incur exploration expenditures on the concessions in the amount of US$1,500,000 on or before March 2, 2011.

Fury has reserved a "Back-In Option" which may be exercised by Fury once Ansell has earned its 70% interest in and to the concessions. Fury can exercise its Back-In Option by spending the additional sum of US$1,000,000 in exploration expenditures on the concession lands on or before March 2, 2014. If the Back-In Option is exercised, Fury's interest in the concession lands will be increased from a 30% undivided interest to a 49% undivided interest.

A finder's fee is due and payable to an arms length person in connection with the transaction subject to Exchange approval. The terms of the agreement are subject to Ansell completing a financing concurrently with the completion of its Qualifying Transaction and the terms of acquisition being accepted by the TSX Venture Exchange as Ansell's Qualifying Transaction on or before October 15, 2008.

Brokered Equity Financing

In order to fund the proposed exploration program on the Guijoso concessions, Ansell has negotiated with Bolder Investment Partners, Ltd. (the "Agent") a brokered private placement of 8,000,000 units at a price of $0.15 per unit for gross proceeds of $1,200,000. Each unit of Ansell will consist of one common share and one-half of one non-transferable common share purchase warrant, with each whole warrant entitling the subscriber to purchase one additional common share in the capital of Ansell at a price of $0.25 for a period of 12 months from the closing of the private placement subject to accelerated expiry provisions. The accelerated expiry provisions will provide that if Ansell's shares trade at or above a weighted average trading price of $0.50 for 20 consecutive trading days then Ansell may give notice that the warrants will expire 30 days after such notice is given.

As compensation for its services, the Agent will receive an 8% cash commission calculated on the gross proceeds of the private placement. In addition, the Agent will receive non-transferable warrants equal to 10% of the number of units sold under the private placement. Each Agent's Warrant will entitle the holder, on exercise, to purchase one additional common share of Ansell at a price of $0.15 per share at any time until the close of business on the day which is 12 months from the date of the closing of the private placement.

The Agent will also receive a work fee of $7,500, plus GST and a corporate finance fee comprised of 100,000 corporate finance units. Each corporate finance unit will be comprised of one common share and one-half of one share purchase warrant, with each whole warrant being exercisable at a price of $0.25 to purchase one additional common share for period of 12 months from the completion of the private placement.

The private placement is subject to Exchange approval.

Proceeds of this private placement will be primarily used for property costs and the commencement of exploration and drilling on the Guijoso Property as well as for general corporate purposes.

Conditions to completion of the Qualifying Transaction

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

On behalf of the Board of Directors

Toma Sojonky, President

Ansell Capital Corp.

For further information, please visit the website at www.sedar.com to view the Company's profile.

WARNING: The Company relies on litigation protection for "forward looking" statements. Actual results could differ materially from those described in the news release as a result of numerous factors, some of which are outside the control of the Company.

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.

Contact Information

  • Ansell Capital Corp.
    Toma Sojonky
    (604) 921-1810
    (604) 921-1898 (FAX)