Black Birch Capital Acquisition I Corp.

April 25, 2011 09:00 ET

Black Birch Capital Provides Update on Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - April 25, 2011) -


Black Birch Capital Acquisition I Corp. ("Black Birch") (TSX VENTURE:BBC.P), a capital pool company, is pleased to announce that, further to its press releases issued March 4, 2011 and March 22, 2011 regarding its qualifying transaction ("Qualifying Transaction"), that it has now signed an Amalgamation Agreement and Share Exchange Agreement with Oremex Resources Inc., (TSX VENTURE:ORM) and 7678576 Canada Inc. ("Oremex Gold").

All terms and conditions outlined in the March 4, 2011 press release remain substantially unchanged with the exception of the non-brokered private placement (the "Offering"). The Offering has been amended from a share offering to a unit offering. Each unit is being offered at a price of $0.25 per unit and will consist of one common share and a half-common share purchase warrant. Each full warrant will entitle the holder to subscribe for one additional common share for a period of 36 months following closing of the qualifying transaction at an exercise price of $0.35 per common share.

Completion of the Offering will be subject to certain conditions precedent including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

In addition, Northern Securities Inc. ("Northern") has agreed to act as sponsor pursuant to TSXV Policy 2.2 (the "Sponsor") in connection with Black Birch's Qualifying Transaction. In connection with its services as Sponsor, Northern will, among other things and subject to the completion of satisfactory due diligence, prepare and file a sponsorship report with the TSXV in accordance with TSXV policies. An agreement to act as Sponsor should not be construed as an assurance with respect to the merits or the likelihood of the completion of Qualifying Transaction.

Conditions to Completion of the Proposed Transaction:

The Closing is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to satisfactory completion of the Equity Financing, acceptance by the Exchange of the Proposed Transaction and other applicable shareholder and regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Completion of the Proposed 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 approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Black Birch and Oremex plan on issuing additional press releases and updates as other milestones are achieved. The shares of Black Birch will remain halted until the completion of the Qualifying Transaction or until otherwise determined by the Exchange and its Regulation Service Provider.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

Cautionary Note Regarding Forward-looking Statements

Certain statements contained in this news release may constitute forward-looking information, within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Oremex' and Black Burch's public filings, Forward-looking information and anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other public filings of Oremex and Black Birch, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Oremex and Black Birch filings at and other unforeseen events or circumstances. Other than as required by law, neither Oremex nor Black Birch intends, and neither undertake any obligation to update any forward looking information to reflect, among other things, new information or future events.

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

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