Aurifer Capital Corp.
TSX VENTURE : AUF.P

May 15, 2008 14:38 ET

Aurifer Capital Corp. Proposes to Option Mining Claims in British Columbia as Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 15, 2008) - Aurifer Capital Corp. ("Aurifer") (TSX VENTURE:AUF.P) is pleased to announce that it has entered into an option agreement dated April 30, 2008 (the "Option Agreement") with Clarke Gold Inc. ("Clarke") and Bis-Gold Resources Inc. ("Bis-Gold") with respect to earning up to a 100% undivided interest in certain mining claims located in the Nelson Mining District, British Columbia (the "Nelson Claims"). Certain directors of Aurifer have also signed an escrow share purchase agreement with Mr. Laurence Stephenson and Mr. James Lavigne regarding the sale of certain Aurifer shares held in escrow by the directors of Aurifer (the "Share Agreement"). Mr. Leif Smither, a current director of Aurifer will also purchase some of these shares to increase his shareholdings. The proposed incoming directors of Aurifer, Mr. Laurence Stephenson and Mr. James Lavigne, described below under "Management", will purchase a portion of the Aurifer shares held in escrow.

The transactions contemplated under the Option Agreement and Share Agreement will constitute Aurifer's Qualifying Transaction under TSX Venture Exchange Policy 2.4 Capital Pool Companies, and will be an arm's length Qualifying Transaction. Shareholder approval will not be required; however, completion of the Qualifying Transaction, and the proposed financing described below, is subject to acceptance by TSX Venture Exchange (the "Exchange"). Aurifer expects that it will be a Tier 2 Exploration Issuer under Exchange policies upon completion of the Qualifying Transaction and may change its name in connection with its Qualifying Transaction.

Option Agreement

Under the Option Agreement, Aurifer can earn up to a 100% undivided interest in the Nelson Claims for total cash payments of $380,000 over 3 years, the issuance of 1,200,000 common shares of Aurifer and expenditures of $1,500,000 over 4 years. Following Aurifer's acquisition of its 100% interest from Clarke and Bis-Gold, Clarke and Bis-Gold retain an NSR royalty of 3%, as may be reduced to 1.5% in certain circumstances. A cash payment of $10,000 is payable by Aurifer on signing the Option Agreement, with no further payables until the Exchange accepts the Option Agreement.

Nelson Claims

The Nelson Claims are a road-accessible project located southwest of the town of Salmo within the Omineca Belt and Kootenay Terrain of the Nelson Mining District, in southeastern British Columbia. The property is comprised of two Crown Granted claims and 16 mineral claims which total about 6,400 hectares or about 64 square kilometers of area. One of the Crown grants has recorded historic gold and silver production but no modern diamond drilling has occurred on the Nelson Claims. It may be possible to conduct exploration activities on the project year round. All recent exploration work has been recorded ensuring that the mineral claims are in "good standing".

Geologically the Nelson Claims are underlain by greenshist facies metamorphosed Jurassic and Paleozoic-aged metasediments and metavolcanics and Slide Mountain ultramafic rocks all of which have been intruded by Cretaceous to Tertiary-aged stocks, sills and dykes. Intrusion compositions vary to include Granite, Leucogranite, Monzonite, Syenite and Lamprophyres.

The Nelson Claims' underlying geologic setting and Clarke and Bis-Gold's recent exploration data suggest that the property has potential to host several different economic deposit-model, types of mineralization. These include sediment hosted base-metal deposits, skarn and porphyry-style deposits and most importantly, gold-bearing sulphide and/or quartz veins and stock works. Of particular interest to the company are exposed, low-sulphide, gold-bearing massive quartz veins and quartz-stock work veinlet systems and gold-bearing sulphide veinlets and veins. These styles of mineralization intermittently outcrop along a 1.5 kilometer long gold trend associated with a granitic, sill-like, intrusive body. This undrilled intrusion-related gold target has the unique strong geochemical and mineralogical association of gold plus bismuth plus tellurium.

In the past, exploration may have been hampered by scarce rock exposures limited by glacial-fluvial and glacial till cover. However, many of the stream drainage systems in the Nelson Claims area are known placer gold-bearing streams.

Since the Nelson Claims have never been diamond drilled, Aurifer plans to implement modern exploration methods and models to evaluate the spectrum of mineralization styles potentially present. This systematic approach is warranted due to the recent positive exploration and orientation survey, poly-metallic, anomalies generated by Clarke and Bis-Gold. Interpretation suggests that poorly exposed areas of the property have further discovery potential.

Aurifer is arranging for an independent technical report on the Nelson Claims in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101").

Management

Aurifer intends to retain its current management team and directors consisting of Navin Varshney, Frank A. Lang and Leif Smither upon completion of the Qualifying Transaction. Mr. Gary Schellenberg is proposed to resign his position as a director of Aurifer upon completion of the Qualifying Transaction. Mr. Lang will remain a director of Aurifer, but will resign as Chief Financial Officer of Aurifer. Please refer to Aurifer's prospectus filed on www.sedar.com for detailed backgrounds of these individuals. In addition, the directors of Aurifer intend to appoint Laurence Stephenson and James Lavigne, to the board of directors upon the closing of the Qualifying Transaction, and appoint Oleg Scherbina as Chief Financial Officer upon the closing of the Qualifying Transaction.

Laurence Stephenson, P. Eng., M.B.A.

Mr. Stephenson is expected to become a Director and the President of Aurifer upon the closing of the Qualifying Transaction. Laurence Stephenson has over 35 years experience in the field of mineral exploration, particularly guiding new companies in the acquisition and utilization of capital. He was instrumental in starting Glencairn Explorations Ltd., a company formerly listed on the Exchange and its subsidiary company, Wheaton River Minerals Ltd. (formerly listed on the Toronto Stock Exchange before its plan of arrangement with Goldcorp Inc.). He also assisted in the reorganization of other companies.

He has been most recently involved with Zoloto Resources Ltd., an Exchange-listed company as a founding partner, President and Director, and is a director of several public companies.

James G. Lavigne, MSc., P. Geol.

Mr. Lavigne is expected to become a Director of Aurifer upon the closing of the Qualifying Transaction. James Lavigne has over 20 years experience in mineral exploration and development having worked for the Geological Survey of Canada, WMC International and FNX Mining Company Inc. Presently he is V.P. Exploration of Garson Gold Corp. where that company's focus is the New Britannia Gold Mine, Snow Lake, Manitoba.

Oleg Scherbina

Mr. Oleg Scherbina is expected to become Chief Financial Officer of Aurifer upon the closing of the Qualifying Transaction. Oleg Scherbina has over 12 years of financial management experience including the last 6 years in the mineral exploration and gold mining industry. He has strong experience in financial management and reporting, particularly in the natural resources field, after working for a number of years with companies including Uranium One Inc., Eureka Mining and Bema Gold Corporation. He currently holds the position of controller in Zoloto Resources Ltd., an Exchange-listed company. He holds a Masters Degree in Accounting and Audit from Odessa State Economic University and Bachelor Degree in Business Law from Odessa State University, Ukraine.

Concurrent Private Placement

In connection with the Qualifying Transaction, Aurifer intends to complete a non-brokered private placement of up to 12.9 million common shares of the Company at a price of $0.10 per common share for total gross proceeds of up to $1,290,000. A Finders Fee may be payable on a portion of the private placement as permitted by and in accordance with Exchange policies. The proceeds will be used to complete the recommended work program set out in the NI 43-101 report on the Nelson Claims and complete the first year cash payments to Clarke and Bis-Gold under the Option Agreement.

Shares acquired by the placees will be subject to a hold period of four months from the date of completion of the financing in accordance with applicable securities legislation.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. Aurifer intends to apply for an exemption or waiver from sponsorship requirements on the basis that it will have a current NI 43-101 technical report on the Nelson Claims; however, there is no assurance that Aurifer will be able to obtain this exemption or waiver.

As noted above, completion of the transaction is subject to a number of conditions including but not limited to, Exchange acceptance. The transaction does not require shareholder approval as it is not a "Non Arm's Length Transaction" as defined by Exchange policies. 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. The 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.

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

Contact Information

  • Aurifer Capital Corp.
    Navin Varshney
    Chief Executive Officer
    (604) 251-6320
    (604) 251-6350 (FAX)
    Email: naveenv@shaw.ca