Black Birch Capital Acquisition I Corp.
TSX VENTURE : BBC.P

July 21, 2011 12:13 ET

Black Birch Capital Receives Conditional Approval for the Proposed Qualifying Transaction and Files Filing Statement

TORONTO, ONTARIO--(Marketwire - July 21, 2011) -

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Black Birch Capital Acquisition I Corp. ("Black Birch") (TSX VENTURE:BBC.P), a capital pool company pursuant to TSX Venture Exchange (the "Exchange") Policy 2.4 (the "Policy"), is pleased to announce that it has received conditional approval from the Exchange on July 20, 2011 of its qualifying transaction with 7678576 Canada Inc. ("Oremex Gold") originally announced by press releases dated March 4, 2011, March 22, 2011, April 25, 2011 and May 13, 2011 (the "Qualifying Transaction"). Final approval of the Exchange is subject to Black Birch fulfilling all of the requirements of the Exchange on or before October 18, 2011. Black Birch and Oremex Gold plan to close the Qualifying Transaction on July 26, 2011, in accordance with Policy 2.4 of the Exchange.

In connection with the Qualifying Transaction, Black Birch has now filed on SEDAR (www.sedar.com) the Filing Statement of Black Birch dated July 20, 2011, which contains full disclosure regarding the Qualifying Transaction and the business of Oremex Gold. Shareholders should read the Filing Statement prior to the closing of the Qualifying Transaction. Shareholders can access a copy of the Filing Statement through Black Birch's profile on SEDAR at www.sedar.com.

In connection with the Qualifying Transaction, Oremex Gold completed a private placement of 17,424,000 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for gross proceeds of $4,356,000 (the "Escrow Proceeds"). Each Subscription Receipt is exercisable, without any further action or payment of additional consideration and upon the satisfaction of certain escrow conditions (the "Escrow Release Conditions"), into an unit (the "Unit"). Each Unit will be comprised of one common share in the capital of Oremex Gold and one-half of one (½) common share purchase warrant (the "Warrant"). Each whole Warrant is exercisable into one Oremex Gold common share at an exercise price of $0.35 per share for a period of 3 years following the closing of the Qualifying Transaction. In connection with the private placement of Subscription Receipts, Oremex Gold has entered into agreements with arm's length finders pursuant to which the finders will receive from Oremex Gold a fee equal to 7% of the gross proceeds from the subscriptions of the individuals introduced to Oremex Gold by the finder. In addition, Oremex Gold will issue to a finder broker warrant (the "Broker Warrant") equal to 7% of the aggregate number of Subscription Receipts purchased by the individuals introduced to Oremex Gold by the finder. Each Broker Warrant is exercisable into one Oremex Gold common share at a price of $0.25 per share for a period of 2 years following the closing of the Qualifying Transaction. On the satisfaction of the Escrow Release Conditions, the following fees will be paid to the finders: (i) a cash fee equal to $286,510; and (ii) non-assignable Broker Warrants to purchase an aggregate of 286,510 Oremex Gold common shares. Pursuant to an amalgamation agreement dated April 21, 2011 whereby Oremex Gold will amalgamate with 7834845 Canada Inc., a wholly owned subsidiary of Black Birch (the "Amalgamation"), the Units, Warrants and Broker Warrants will be exchanged for and replaced by common shares, warrants and broker warrants in the capital of Black Birch.

Pursuant to the terms of a share exchange agreement dated April 21, 2011, Black Birch has agreed to acquire all of the issued and outstanding preference shares in the capital of Oremex Gold (the "Preference Shares") for aggregate consideration of $3,750,000. In accordance with the terms of the share exchange agreement, upon satisfaction of the Escrow Release Conditions and immediately prior to the Amalgamation, the Preference Shares will be exchanged for: (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 Qualifying 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 Qualifying Transaction.

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 www.sedar.com 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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