Bluefire Mining Corp.

Bluefire Mining Corp.

February 03, 2016 11:48 ET

Bluefire Mining Corp. Proposes Change of Business to an Investment Issuer

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 3, 2016) - Bluefire Mining Corp. (TSX VENTURE:BFM) ("Bluefire" or the "Company"), is pleased to announce that it is proposing a change of business to become an Investment Issuer.

Summary of Proposed Change of Business

The Company intends to transition to an investment issuer specifically focused on providing royalty financing to private businesses operating outside of the natural resource and commodity sectors. The Company's objective is to build a diversified portfolio of cash-flowing royalty investments.

Change in Management and Board of Directors

In connection with the proposed change of business, the Company has recruited a number of individuals with extensive experience in acquiring, operating, investing and selling private and public companies. The new composition of the Company's senior management and board of directors is as follows:

  • David Schellenberg, Director
Mr. Schellenberg is a Chartered Professional Accountant and an experienced senior business leader. As CEO of Conair Group Inc., he and his management team successfully grew the size and scope of the company to become a world leader in fixed wing aerial firefighting management services and products with operations in Canada, the USA, France and Australia. As the founding President of Cascade Aerospace Inc., an aircraft maintenance and modification business, he and his team successfully grew the company from a start-up into a world-class specialty aerospace and defence contractor with over 700 employees focused on providing long-term In-Service Support to the Canadian military and other international customers. In 2012, David was honoured with the CEO of the Year award by Business in Vancouver. David also spent almost 10 years as a member of the senior management team in the Jim Pattison Group Corporate Office and was heavily involved in the support and oversight of the 50+ Jim Pattison Group member companies. Mr. Schellenberg is active in various foundations and organizations in the community including a directorship on the Jim Pattison Foundation board and a membership in the Young President's / World President's Organization.
  • Clark Hollands, Director
Mr. Hollands spent 33 years with KPMG and for 25 of those years he served as an International Tax Partner with the Vancouver, Canada office of the firm. During his tenure Mr. Hollands was responsible for advising a number of Canada's largest western based companies on their taxation matters. During his lengthy career in public practice Mr. Hollands authored a number of articles on taxation matters and served on a number of professional organizations. In addition, Mr. Hollands has been active in a variety of his own business endeavours and currently is a part owner and actively involved in a successful Canadian retailing business and serves on the boards of IQs - an International Commodity Trading Fund and Just Energy - a Toronto and New York Listed public company. Mr. Hollands is also actively involved in a variety of philanthropic initiatives which includes a director position on the Jim Pattison Foundation board.
  • Greg Smith, Director
Mr. Smith is currently the CEO and a director of Anthem United, a public producing precious metals company currently operating in Peru. Prior to his role with Anthem United, he held the roles of President and Chief Executive Officer of Esperanza Resources prior to its sale to Alamos Gold and Chief Financial Officer of Minefinders Corporation prior to its sale to Pan American Silver. Mr. Smith has also held management positions at both Goldcorp and the mining division of KPMG LLP. Mr. Smith is a Chartered Professional Accountant (CA) and was the recent recipient of the 2013 CA Early Achievement Award and named to the Business in Vancouver's Top 40 Under 40 list in 2014. Mr. Smith received a Bachelor of Commerce degree, with distinction, from the University of Victoria.
  • Justin Currie, Chief Executive Officer and Director
Mr. Currie is a Chartered Professional Accountant with 20+ years of progressive experience leading complex manufacturing and service businesses in both financial & operational roles. Throughout his career, Mr. Currie has gained significant M&A and transaction financing experience both from within private companies looking outwardly as well as in the capacity as an outside investor. Recently Mr. Currie has been involved as a business partner and investor with Regimen Capital Partners, a private equity fund based in Vancouver. Mr. Currie was appointed CEO of TVE Industrial Services Ltd., one of Regimen's portfolio companies in March 2014.Previously, Mr. Currie held the position of EVP & Chief Operating Officer of Cascade Aerospace, a $120M revenue, 700 employee aerospace services firm based in Abbotsford, BC. Mr. Currie helped facilitate the highly successful sale of Cascade Aerospace to a strategic acquirer in late 2012. Prior to joining Cascade he was VP Finance at Zeugma Systems Inc., a Vancouver-based early stage next-generation telecom equipment company. He also spent six years with Creation Technologies Inc., a Burnaby based contract electronic manufacturer serving technology companies that scaled rapidly during his tenure.
  • Chris Buss, Chief Investment Officer and Director
Since 2012, Mr. Buss has been the Vice President of Corporate Development at Pathway Capital, a private venture capital firm located in Vancouver. Since joining Pathway, Mr. Buss has assisted the firm in ongoing business development efforts with the goal of seeking attractive growth opportunities. Prior to joining Pathway Capital, Mr. Buss was a member of the BMO Capital Markets' investment banking team operating across a variety of sectors including healthcare, diversified industries, technology, real estate and natural resources. In this role, he assisted both public and private companies to assess and execute on various strategic alternatives including mergers and acquisitions, joint venture agreements, strategic investments as well as other forms of equity and debt capital raising. Mr. Buss holds a Bachelor of Commerce (Honours) in Finance from the Sauder School of Business at the University of British Columbia.
  • Steve Krause, Chief Financial Officer
Mr. Krause is a Chartered Professional Accountant in British Columbia and a Certified Public Accountant in the State of Illinois. Mr. Krause has been a director for both private and public companies and has extensive experience in the mining and financial advisory industries. Currently, Mr. Krause is the Chairman of the Board of Luna Gold Corp., a public company with gold mining operations in Brazil. Mr. Krause is also the Chief Financial Officer of Bear Creek Mining Corporation, a company with operations in Canada, the United States and Peru. Mr. Krause was a co-founder of Avisar Chartered Accountants in 2001. Avisar is a chartered professional accounting firm which specializes in providing business advisory, tax and accounting services to public and private enterprises.

Chris Buss has resigned as President and CEO, Jason Tong has resigned as Chief Financial Officer and Jeff Tyson, Dan Gleadle and Robert Blair, have resigned from their respective director positions. The Company would like to extend its gratitude to Mr. Tong, Mr. Tyson, Mr. Gleadle and Mr. Blair for their services.

Private Placement

In connection with the change of business, the Company will complete a non-brokered private placement financing of units at a price of C$0.05 per unit to raise gross proceeds of approximately C$845,000. Each unit will consist of one common share and one transferable warrant exercisable to purchase an additional common share at a price of C$0.10 for a period of five years.

The Company will use the proceeds of the private placement to fund the search for royalty transactions.

Name and Trading Symbol Change

The Company intends to change its name to "Royalty North Partners Ltd." or such other name as the Board may determine is appropriate and select a corresponding trading symbol at the time of the formal name change, subject to TSX-V approval.

Other Information

Completion of the change of business is subject to a number of conditions, including TSX-V acceptance and shareholder approval. The Company intends to obtain shareholder approval by the written consent of shareholders holding, in aggregate, greater than 50% of the Company's outstanding shares.

There can be no assurance that the change of business will be completed as proposed or at all. Investors are cautioned that, except as disclosed by the Company, any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed change of business and has neither approved nor disapproved the contents of this press release.

On behalf of the Company,

Chris Buss, President and CEO

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

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Statements: Some statements in this news release contain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to the private placement and the proposed change of business. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements, including, the risks and uncertainties related to the private placement and the proposed change of business not being completed and the required TSX-V and shareholder approvals not being obtained. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that the private placement and the proposed change of business will proceed and be completed as planned; and required TSX-V and shareholder approvals will be obtained. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

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