Black Birch Capital Acquisition I Corp.

July 29, 2011 11:00 ET

Black Birch Capital Provides Update on Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - July 29, 2011) -


Black Birch Capital Acquisition I Corp. (TSX VENTURE:BBC.P) ("Black Birch"), a capital pool company pursuant to TSX Venture Exchange (the "Exchange") Policy 2.4 (the "Policy"), is pleased to announce that it has completed its previously announced qualifying transaction with 7678576 Canada Inc. ("Oremex Sub"), a wholly-owned subsidiary of Oremex Resources Inc. ("Oremex Resources"), originally announced by press releases dated March 4, 2011, March 22, 2011, April 25, 2011 and May 13, 2011 (the "Transaction").

In connection with the Transaction, Black Birch filed on SEDAR ( the Filing Statement of Black Birch dated July 20, 2011, which contains full disclosure regarding the Qualifying Transaction and the business of Oremex Sub. Shareholders can access a copy of the Filing Statement through Black Birch's profile on SEDAR at

In connection with the Transaction, Oremex Sub amalgamated with 7834845 Canada Inc., a wholly-owned subsidiary of Black Birch (the "Amalgamation"). As a result of the Amalgamation, the amalgamated entity ("Oremex Gold") became a wholly-owned subsidiary of Black Birch.

Final approval of the Transaction by the TSX Venture Exchange (the "TSXV") is subject to Black Birch fulfilling all of the requirements of the TSXV in connection with its qualifying transaction in accordance with Policy 2.4 of the TSXV corporate finance manual.

Prior to the completion of the Transaction, Oremex Sub completed a private placement (the "Offering") of an aggregate of 17,424,000 subscription receipts (each, a "Subscription Receipt") at a price of $0.25 per Subscription Receipt for gross proceeds of $4,356,000. In connection with the private placement of Subscription Receipts, Oremex Sub has entered into agreements with arm's length finders, pursuant to which the finders shall receive (i) a cash fee equal to $286,510; and (ii) non-assignable broker warrants to purchase an aggregate of 286,510 Oremex Sub common shares at a price of $0.25 per share for a period of 2 years following the closing of the Qualifying Transaction (the "Broker Warrants"). In connection with the Amalgamation, each Subscription Receipt was automatically exercised into one common share (the "Common Shares") and one half of one common share purchase warrant (the "Warrants") of Oremex Sub, which were immediately exchanged for common shares, warrants and Broker Warrants of Black Birch on a one-for-one basis.

In connection with the Transaction, Oremex Resources received aggregate consideration of $3,750,000 comprised of (i) 14,000,000 common shares in the capital of Black Birch at a deemed price of $0.25 per common share; (ii) 2,000,000 common share purchase warrants (the "Preference Warrants") and; (iii) a promissory note in the principal amount of $250,000 in favour of Oremex Resources Inc. to be paid in equal instalments of $125,000 on each of the one and two year anniversaries of the closing of the Transaction. Each Preference Warrant is exercisable into one common share in the capital of Black Birch at an exercise price of $0.50 for a period of 2 years following the closing of the Transaction.

Effective as of the completion of the Transaction, the following individuals are the directors and officers of Black Birch:

Michael Smith – Director, President and Chief Executive Officer
John Carlesso – Director and Executive Chairman
Paul Haber – Chief Financial Officer and Corporate Secretary
Chris Marcus – Director
Henry Tse – Director

For biographies of the current directors and management team of Black Birch, please see Black Birch's filing statement dated July 20, 2011 relating to the Transaction (the "Filing Statement") filed under Black Birch's SEDAR profile at

Wildeboer Dellece LLP acted as counsel to Oremex Resources and Oremex Gold. Fogler, Rubinoff LLP acted as counsel to Black Birch.

About Oremex Gold:

Oremex Gold is a wholly owned subsidiary of Black Birch. Oremex Gold holds certain assets comprising the gold properties of Black Birch which includes the San Lucas, Santa Catarina, Maco and Navidad properties located in Mexico, all of which are considered by Black Birch to be promising, early-stage mineral properties. At this stage, preliminary exploration and development work has been conducted on these properties, however there can be no assurances that any significant mineralization will be discovered on any of these properties.

San Lucas is the material property of Oremex Gold, and is the subject of a technical report filed on National Instrument Form 43-101F1. The San Lucas property is located 86 kilometres north of the city of Durango and accessed via paved highway. The property consists of seven mineral concessions covering approximately 1,235 hectares. San Lucas consists of a series of northeast trending gold and silver mineralized shear zones in volcanic and sedimentary rocks. Black Birch has designed a drilling program based on field sampling and mapping. Field work has been focused to define drill targets to test the gold mineralization present in a silicified dacite dike, which outcrops extensively on the concessions. A total of 220 samples have been collected along the silicified dacite dike, which also has cross cutting mineralized dikes, significantly adding to tonnage potential. The dike has three more intensely mineralized segments; the 330m long North zone reports silver grades to 1,856 g/t and gold grades to 1.06 g/t, the 800m long Central Zone reports gold grades to 1.68 g/t and the 180m long South Zone reports gold grades to 0.82 g/t. The mapped strike length of the silicified dacite dike is 2.0 km. Access rights to the San Lucas property for a period of 30 years, renewable at the holder's option for another 30 years, have been secured. The work report was completed under the supervision of William Feyerabenda Registered Geologist and a Qualified Person as defined in National Instrument 43-101.

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.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

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'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 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 filings at and other unforeseen events or circumstances. Other than as required by law, Oremex does not intend, and does not 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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