Bling Capital Corp.
TSX VENTURE : BLI.P

May 21, 2010 17:57 ET

Bling Capital Corp. Announces Completion of Qualifying Transaction, the Appointment of a Director and Officer and Closing of Private Placement

CALGARY, ALBERTA--(Marketwire - May 21, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Bling Capital Corp.(the "Corporation") (TSX VENTURE:BLI.P) is pleased to announce that it has entered into definitive option agreement (the "Option Agreement") dated May 19, 2010, with BCGold Corp. ("BCGold"), whereby the Corporation has acquired an option to earn and acquire a material interest in certain mineral exploration properties (the "Toe Property") located in the Yukon Territory (the "Option") as the Corporation's Qualifying Transaction. Concurrently with the completion of the Qualifying Transaction, the Corporation has completed the previously announced non-brokered private placement of 5,123,680 Units of the Corporation and has appointed Timothy J. Termuende as a member of the Corporation's board of directors and Michael J. Perkins as Corporate Secretary of the Corporation.

Pursuant to the terms of the Option Agreement, BCGold has irrevocably granted to the Corporation the Option to purchase up to an undivided seventy (70%) percent undivided right, title, estate and interest in the Toe Property. The Corporation has made the initial required payment to BCGold of $25,000 and has issued 100,000 common shares in the capital of the Corporation ("Common Shares") pursuant to the terms of the Option Agreement. The Option shall be fully exercised by The Corporation in the following manner: (i) the issuance to BCGold of a further 300,000 Common Shares over a period of three (3) years, in the manner described below; (ii) the payment to BCGold of a further $225,000 over a period of four (4) years, in the manner described below; (iii) the Corporation incurring Exploration Expenditures of $2,000,000 over a period of four (4) years in the manner described below; and (iv) the completion of a Feasibility Study, in the manner described below.

  Cash Payments Common Shares Exploration Expenditure Interest Earned  
On or Before June 1, 2010 Nil Nil $200,000    
On or Before August 1, 2010 Nil Nil $150,000    
On or Before June 1, 2011 $25,000 100,000 $350,000    
On or Before June 1, 2012 $35,000 100,000 $650,000    
On or Before June 1, 2013 $65,000 100,000 $650,000 50 %
On or Before June 1, 2014 $100,000 Nil Nil 60 %
Total $225,000 300,000 $2,000,000 60 %
7 Years After Execution Date to Complete Feasibility Study 70 %

Subject to the cash payments and issuance of common shares as described above, the Corporation shall be entitled to earn and receive a fifty (50%) percent undivided interest in the Toe Property upon the Exploration Expenditures reaching $1,000,000, a sixty (60%) percent undivided interest in the Toe Property upon the Exploration Expenditures reaching $2,000,000 and a seventy (70%) percent undivided interest upon the completion of the Feasibility Study.

Pursuant to the terms of the Option Agreement, BCGold has been appointed as initial operator of the Toe Property during the term of the Option and is entitled to charge a fee equal to 10% of Exploration Expenditures before deduction of such fee related to such Exploration Expenditures until the Corporation has earned a fifty (50%) percent interest in the Toe Property.

BCGold's interest in the Toe Property is subject to a 1.75% net smelter royalty ("NSR") in favour of a third party, of which 1.25% can be purchased for consideration of $1.5 million. Anytime following the exercise of the Option, the Corporation may pay its proportionate joint venture interest share of $1.5 million to reduce the NSR to 0.50%. BCGold will also be entitled to retain a 0.75% NSR on all minerals produced from the Toe Property upon commencement of commercial production.

In connection with the completion of the Qualifying Transaction, the Corporation has completed the private placement previously announced by press releases dated April 20, 2010 and May 10, 2010 (the "Private Placement"). Pursuant to the Private Placement the Corporation has issued 5,123,680 units of the Corporation ("Units") at a purchase price of $0.125 per Unit for aggregate gross proceeds of $640,460. Each Unit consists of one (1) Common Share and one (1) Common Share purchase warrant (a "Warrant"), with each one (1) whole Warrant entitling the holder thereof to purchase, at any time during the twenty-four (24) month period commencing on May 20, 2010, one (1) Common Share at a price of $0.225 per Common Share. The Offering was conducted on a non-brokered basis. However, the Corporation paid $2,012.50 and granted 82,600 Common Shares to certain arms length finders in connection with the Offering. The net proceeds of the Private Placement will be used by the Corporation to finance the exploration and development of the Toe Property, for general working capital purposes, and to pay costs associated with the completion of the Qualifying Transaction

Further to the press release of the Corporation dated April 20, 2010, the Corporation has appointed Timothy J. Termuende as a member of the board of directors of the Corporation and Michael J. Perkins as Corporate Secretary of the Corporation. Pursuant to the Corporation's stock option plan, Mr. Termuende and Mr. Perkins a total of 300,000 fully vested stock options concurrently with their appointment. The stock options have an exercise price of $0.15 per option and are exercisable for a period of five (5) years from the date of issuance.

For details relating to the Option, the Private Placement and for biographies of Mr. Termuende and Mr. Perkins, please refer to the Corporation's Filing Statement dated May 7, 2010, which can be viewed on SEDAR under the Corporation's company profile at www.sedar.com. The Corporation now intends to file all necessary final documents with the TSX Venture Exchange to obtain final approval for the Qualifying Transaction. It is anticipated that trading of the Common Shares will resume soon thereafter. The Corporation will be a Tier 2 mining issuer.

In addition, the Corporation together with Kevin V. Nephin and Russ Hammond, announce that Kevin V. Nephin and Russ Hammond have each filed an Early Warning Report in connection with their acquisition of Units pursuant to the Private Placement.

Kevin V. Nephin, of Chilliwack British Columbia, the President and Chief Executive Officer of the Corporation, acquired directly 384,000 Units pursuant to the Private Placement. On a post-closing basis, Mr. Nephin owns directly or indirectly 2,387,000 Common Shares or approximately 13.5% of the issued and outstanding Common Shares. Mr. Nephin also owns Warrants to purchase a further 384,000 Common Shares and options ("Stock Options") to purchase 400,000 Common Shares. Assuming full exercise of the Warrants and Stock Options, Mr. Nephin would own, directly or indirectly, or exercise control or direction over 3,171,000 Common Shares or 17.2% of the issued and outstanding Common Shares. 

Russ Hammond, of London, UK, acquired directly or indirectly 400,000 Units pursuant to the Private Placement. On a post-closing basis, Mr. Hammond owns directly or indirectly 2,400,000 Common Shares or approximately 13.6% of the issued and outstanding Common Shares. Mr. Hammond also owns Warrants to purchase a further 400,000 Common Shares. Assuming full exercise of the Warrants, Mr. Hammond would own, directly or indirectly, or exercise control or direction over 2,800,000 Common Shares or 15.5% of the issued and outstanding Common Shares. 

Both Mr. Nephin and Mr. Hammond have acquired the Units for investment purposes and may from time to time acquire additional securities of the Corporation, dispose of some or all of the existing or additional securities they each hold or will hold, or may continue to hold their current common share position. The common shares were acquired in reliance on section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions on the basis that the subscribers are accredited investors. 

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

Contact Information

  • Bling Capital Corp.
    Kevin V. Nephin
    President and Chief Executive Officer
    (604) 824-6056