Bricol Capital Corp.

August 29, 2007 12:08 ET

Bricol to Acquire Queensland, Australia Gold and Uranium Exploration Company in Reverse Takeover and Listing

TORONTO, ONTARIO--(Marketwire - Aug. 29, 2007) - Bricol Capital Corp.'s ("Bricol") Chief Executive Officer, Lucy Bradley, is pleased to announce the signing of a Term Sheet dated July 16, 2007 (the "Agreement") to acquire all of the outstanding common shares of Mount Haden Exploration Pty Limited ("Mt. Haden"), a private Australian gold and uranium exploration company, in exchange for common shares of Bricol (the "Mt. Haden Acquisition"). Mt. Haden owns approximately 48 sq/km of mining leases over the Mt. Haden - Zelma area, Queensland, Australia and the rights to acquire applications for two exploration permits of about 400 sq/km (Mt. Haden exploration permit applications). It has also made applications for 11 exploration permits covering approximately 1,500 sq/km divided into four project areas, located in Queensland, Australia, with each area considered prospective for the discovery of gold, copper, zinc and uranium mineralization.

The Mt. Haden - Zelma mining leases contain known deposits of gold and have numerous drill-hole intersections of gold, copper and zinc mineralization. The Mt. Haden mining lease area is considered to be similar in geological structure and gold/copper potential to the historic Mt. Morgan deposit located about 280 km to the south. Historic recoveries from Mt. Morgan are stated to be plus 7 million ounces gold and 400,000 tonnes of copper metal.

Mt. Haden has been active since early 2007 and its operational office is located in Brisbane, Queensland, Australia. Its subsidiary company Gold Dredging Pty Limited has conducted a number of exploration programs including several drilling campaigns at the Mt. Haden - Zelma area. The exploration tenements in the four project areas have been subject to comprehensive research including the review of radiometric surveys and extensive historical records research over a number of the exploration tenements. A number of the exploration tenements are located on recently released constrained exploration areas by the Queensland Government

Transactions

The Mt. Haden Acquisition is an arms-length transaction. The directors and officers of Bricol currently have no interest in Mt. Haden, and none of the principals of Mt. Haden have any interest in Bricol. Bricol is currently a de-listed capital pool company and the Mt. Haden Acquisition is intended to constitute a relisting and Qualifying Transaction for Bricol, as defined in Policy 2.4 Capital Pool Companies of the TSX Venture Exchange (the "Exchange"). Upon completion of the Qualifying Transaction, the Resulting Issuer (as defined in Exchange Policy 2.4) will be considered a Tier 2 Mining Issuer under the policies of the Exchange.

Subject to Exchange and shareholder approval (if required), and upon completion of the Mt. Haden Acquisition, Bricol will change its name to Mt. Haden Corporation.

The consideration for the Mt. Haden Acquisition will be $10,410,000 payable by way of issuance to the principals of Mt. Haden of 31,700,000 common shares, 300,000 share purchase warrants in the capital of Bricol ("Purchase Units") at a deemed price of $ 0.30 per Purchase Unit and a cash payment of A$900,000. The share purchase warrants will have an exercise price of $0.30 per share for a period of 12 months from completion of the Qualifying Transaction. It is anticipated that the Purchase Units held by the principals of Mt. Haden will be issued subject to a Tier 2 Value Security Escrow Agreement under the policies of the Exchange, pursuant to which the Purchase Units will be released over a 36 month period from the date of completion of the Qualifying Transaction.

The principals of Mt. Haden are Fredrick Swaab (Bellevue Hill, NSW, Australia), Len van der Slujis (Perth, WA, Australia), Pilmore Pty Limited (Sydney, NSW, Australia) and Kroy Holdings Limited (Toronto, Canada). Pilmore Pty Limited is controlled by the Swaab Superannuation Trust (Fred Swaab being a proposed director of the Resulting Issuer) and Kroy Holdings Limited is a company indirectly controlled by Glenn Laing, a proposed director of the Resulting Issuer.

Concurrently with, and as a condition of, the Qualifying Transaction, Bricol will complete a financing of $4,950,000 (the "Financing"). Proceeds from the Financing will be used to fund exploration of the Mt. Haden-Zelma mining leases, the exploration tenements, the satisfaction of part of the cost of the acquisition, the costs of the Financing and general working capital.

A general policy of the TSX Venture Exchange requires that a sponsor be retained to prepare a sponsor report in compliance with TSX Venture Exchange Policy 2.2. Bricol is currently in discussions for a sponsor for this transaction.

The Financing is expected to be on offering of approximately 16,500,000 units of Bricol (the "Financing Units") at an estimated price of $0.30 per Financing Unit. Each Financing Unit will be comprised of one common share and one half share purchase warrant, each full share purchase warrant entitling the holder to purchase one common share at a price of $0.60 per share for a period of one year following closing.

A minimum of $500,000 of the Financing will be brokered on a best efforts basis by a firm still to be confirmed (the "Agent"). The brokered portion of the Financing is expected to be conducted pursuant to a prospectus pursuant to the rules of the Exchange. The purchasers under the prospectus will not be subject to a hold period on securities purchased whereas purchasers under the non-brokered portion of the offering will be subject to a 4 month hold period. A commission of 10% will be payable on the gross proceeds of the brokered portion of the Financing to the Agent. The Agent will also receive broker's warrants entitling it to purchase that number of shares equal to 10% of the number of Financing Units sold pursuant to the brokered portion of the Financing, exercisable for a period of one year at a price of $0.30 per share (the "Agent's Warrants").

In addition to the foregoing, it is expected that the Agent will also be paid a corporate finance fee consisting of $25,000 cash as well as be issued a further warrant to purchase up to 50,000 shares of Bricol on the same terms as the Agent's Warrants.

A commission of 10% will be payable on the gross proceeds of the non -brokered portion of the Financing to Silverbridge Capital Inc. ("Silverbridge"). Silverbridge will also receive broker's warrants entitling it to purchase that number of shares equal to 10% of the number of Financing Units sold pursuant to the non- brokered portion of the Financing, exercisable for a period of one year at a price of $0.30 per share (the "Silverbridge's Warrants"). Silverbridge is registered as a limited market dealer in Ontario. It is a private company wholly owned by the Hughnie Laing Trust whose sole beneficiary is Hughnie Laing. Hughnie Laing is the wife of Glenn Laing, a proposed director of the Resulting Issuer and a principal of Mt. Haden. Silverbridge is arm's length to Bricol.

Bricol reserves a price of $0.30 per share for the Purchase Units to be issued pursuant to the Mt. Haden Acquisition and the Financing and for stock options to acquire up to 5,000,000 common shares of the Resulting Issuer (the "New Stock Options") to be granted to directors, officers, employees and consultants of the Resulting Issuer in the event that the Mt. Haden Acquisition is completed. The grant of the New Stock Options is subject to regulatory approval including shareholder approval, if required.

A Finders fee of 1.5 million common shares will be paid to Surefund Capital Corporation, payable on closing. Surefund Capital Corporation is arm's-length to both Bricol and Mr. Haden.

Completion of the Mt. Haden Acquisition is subject to a number of conditions, including but not limited to:

(i) completion and execution of a formal share exchange agreement between Bricol and the principals of Mt. Haden;

(ii) approval of the Mt. Haden Acquisition by the Exchange, and all other necessary regulatory approvals;

(iii) completion of the Financing; and

(iv) the resignation of the existing officers and directors of Bricol in favour of nominees of Mt. Haden.

Bricol currently has 4,200,000 common shares outstanding. Assuming that 31,700,000 new common shares are issued pursuant to the Purchase Units and 16,500,000 new common shares are issued pursuant to the Financing, a total of 1.5 million common shares issued in terms of the Finders fee the Resulting Issuer will have approximately 54 million common shares issued and outstanding on completion of the Mt. Haden Acquisition, of which the former principals of Mt. Haden will own 31.7 million common shares, or approximately 58.7 %.

Management

Upon completion of the Qualifying Transaction, the Resulting Issuer's board of directors will change with the appointment of Mt. Haden's nominees, namely Mr. Fredrick Swaab (Legal Counsel), Mr. Glenn Laing (President), Mr. Richard Billingsley, Ms. Pepita Maiden and Mr. Paul C. Jones. The background of each of the proposed directors and senior officers of the Resulting Issuer is as follows:

Glenn Laing

President and Director (Age: 55 years)

Glenn Laing holds a B.Sc Eng (Mining Geology) degree from the University of Witwatersrand, Johannesburg and an M.Sc (Mining Engineering) degree from Colorado School of Mines, USA. Mr. Laing has been involved in the natural resources and financial sectors for over 30 years. He has extensive experience in the mining and exploration industry beginning in 1973 with underground, surface mining and exploration experience in Southern Africa, Europe, Central Asia and Canada. In the 1990s his experience extended to investment banking and financing to the mining and oil and gas sectors. In total, he has over 25 years experience in a Managing Director and /or President / CEO position of publicly listed companies. In 1999 he formed Silverbridge Capital Inc. a limited market dealer registered in Ontario of which he is currently President. Mr. Laing is a director of Prime Capital Finance Pty Limited, an Australian corporate finance and advisory firm, CEO and President of St. Andrew Goldfields Ltd. (TSX), Glass Earth Limited (TSX Venture), Jumbo Petroleum Corp. (TSX Venture) and Youandi Capital Corp. (TSX Venture).

Fredrick Swaab

Director (Age: 58 years)

Mr. Swaab is the Managing Partner, of the law firm Swaab Attorneys; a multiple award winning Sydney based commercial law practice established in 1981. His legal and people skills have been used extensively by clients in large scale transactions such as corporate acquisitions, sales and public offerings. He acts as legal counsel to many public and private corporations and is a personal adviser to a number of high net worth clients. From 1992 to 2003 Mr. Swaab was a director and Chairman of the Audit and Remuneration Committees of the ASX listed UXC Limited a $400M market cap service provider. He is also the Co-Founder and President of Pureprofile Inc (USA) and Pureprofile Media Ltd (UK), leading edge unlisted public companies in the online marketing space. Mr. Swaab is currently the President of the Melanoma Foundation of the University of Sydney Australia and a director of a number of other public organizations.

Mr. Swaab received his arts degree from The University of NSW Australia and his law degree from the University of Sydney Australia. He is a Fellow of the Institute of Directors of Australia.

Richard ("Dick") Billingsley

Director (Age: 66 years)

Dick Billingsley has over 40 years experience in the investment and exploration side of the mining industry. He is a company director and mineral explorationist who acquired extensive experience in geochemical sampling and geophysical field work early in his career. Mr. Billingsley was a stockbroker / investment advisor for a Vancouver-based broking company for many years and achieved many successes identifying and investing in Canadian junior mining and exploration companies. He was a director of Heritage Explorations Limited (TSX Venture) from 1996 to 2005 and is currently a director of Luiri Gold Holdings (TSX Venture) and Glass Earth Limited (TSX Venture).

Pepita Maiden

Director

Ms. Maiden currently consults for emerging companies in the areas of investor and public relations for the resources, energy and research sectors. She also works, on a part-time basis, for private equity groups as an investment advisor in the mining sector.

Following schooling in Johannesburg, Sydney and Mount Isa, Ms. Maiden completed a science degree with Honours majoring in Science Communications from the University of NSW in 1997. She is a member of the Society of Australian Science Communicators.

Ms. Maiden was seconded to Manchester in 2000 to work for British Nuclear Fuels plc ("BNFL") where she was involved in a project to progress the dismantlement of Russian nuclear weapons for fuel. This role included building relationships with politicians and high-ranking industry officials in the USA, Russia, UK and the EU. The project saw a positive shift in BNFL's relationship with the Russian nuclear sector, and in the UK government's attitude towards the company's work in Eastern Europe.

Returning to Australia after four years, she joined a biotechnology research centre as the Communications Manager. Responsible for communications strategy and budget for a brand new centre with over 100 researchers, she promoted the centre to a point where it was recognized as a leader in environmental biotechnology research in the industry within two years.

More recently, Ms. Maiden has been invited to speak about nuclear issues and uranium mining, including engagements on Triple J and ABC radio stations, the National Youth Science Forum, a Public Forum on Nuclear Power at the Brisbane Science Museum, and on Investor TV online.

Paul C. Jones

Director - (Age: 68)

Mr. Jones has a Bachelor of Mining Engineering degree from the University of Minnesota, is a Registered Professional Engineer, and has served in numerous engineering, operations and senior management positions in public and private mining and exploration companies active in the Americas and Africa during his 45 years in the mining industry.

He has served as a director and/or senior officer of St. Andrew Goldfields Ltd. (gold exploration and producing mines portfolio) since 2003, Glass Earth Limited (precious metals) and New Horizon Uranium Corporation since 2006. His experience includes management of exploration, acquisition, permitting, engineering, mine and mill production and general corporate management.

Mr. Jones has been a member of the Society of Mining Engineers since 1958 and a member and officer of the Mining and Metallurgical Society of America where he was recently given the 2005 President's Citation for his activities as Chair of the Governmental Affairs Committee. In February 2004 Mr. Jones received the William Lawrence Saunders Gold Medal from the American Institute of Mining, Metallurgical and Petroleum Engineers "in recognition of his service to the public and the minerals industry in legislative and political as well as technical matters, exemplified by his role as chair of the Summitville Task Force". He is a member of the Society of Economic Geologists and a member of several other state, regional and national mining organizations where he has served as an officer and director.

About Mt. Haden Explorations Pty Limited

Mt. Haden was incorporated as West Australian Mines Limited on January 19, 2007, as an Australian company under the Corporations Act 2001 (Australia) and is registered in the State of Western, Australia. It has no long term liabilities. Mt. Haden has not conducted any business other than to acquire and explore for mineral exploration interests in Australia.

Mt. Haden has made application for 11 exploration permits ("EPM's") covering approximately 1,500 sq/km in total area and has rights to acquire a further two exploration permit applications immediately surrounding the Mt. Haden mining leases. Geographically, the mining leases and EPM's are divided into five areas in Queensland.

Mt. Haden - Zelma Area

The Mt. Haden - Zelma area mining leases, located 25 km south of Mackay in Queensland, contain a high grade underground gold deposit outlined by diamond and reverse circulation drilling and an exploration shaft to a depth of 75 meters. Drilling campaigns carried out by CRAE, Peko Wallsend, Pancontinental Mining Ltd, Pegmont Ltd and the Grasstree Syndicate, Australian mining companies, have encountered high grade copper and zinc mineralisation in other areas of the Mt. Haden mining leases. The large breccia mineralised system at Mt. Haden is open in all directions.

The Mt. Haden mineralised system is covered by 8 granted mining leases totaling approximately 48 hectares and rights to acquire two Exploration Permit Applications of about 400 sq/km in total area. These Exploration Permit applications cover and surround Mt. Haden/Zelma
gold/copper/zinc mine and extensions thereof, the Alligator Creek copper/gold/molybdenum mineralization belts.

Mt. Isa Project Area

This property is located in the Mt. Isa area, Queensland. No systematic modern uranium exploration has been undertaken within the Mt. Isa Project EPMs. The Mt. Isa project was applied for on the basis of the potential for uranium deposits similar to the nearby Skal, Valhalla, Anderson's lode and Mary Kathleen deposits. Secondary targets are copper and silver -lead- zinc deposits.

All the EPM's in the Mt. Isa project area are located near existing copper, lead, zinc, gold mining operations and defined uranium deposits and uranium exploration activities.

Simpson Project Area

This property is located 140 -200 kilometers west and southwest of Mt. Isa, Queensland. The Simpson Project EPM's are located in recently constrained release areas by the Queensland Government and were applied for based the potential for uranium deposits similar to the Skal, Valhalla, Anderson's lode and Mary Kathleen deposits and the possibility of hosting unconformity type fault associated sandstone type uranium deposits similar to the Westmoreland
deposits.

The EPMs may also host copper-silver-lead-zinc deposits similar to those being searched for in the 1970s.

Mareeba Project Area

The Mareeba project area, Queensland, is situated within the North-North West trending Hodgkinson - Broken River gold, copper, tin, wolfram and molybdenum metallogenic belt. Within the Mareeba project area, a near surface fluorine prospect north/east from Georgetown in North Queensland is located on Mt. Haden's EPM 16558. This EPM is surrounded by numerous fluorine/molybdenum/tin prospects held by other explorers.

The principal target within the Mareeba project area is uranium mineralisation.

Mackay Project

The Mackay project area is situated within the North-North West trending New England Fold Belt extending from Brisbane to Townsville, Queensland.

The Mackay tenements cover several high order radiometric targets. These targets are located on Mt. Haden West, within tenements surrounding Mt. Haden and the tenements surrounding the Mt. Britton Gold Mine with high order uranium radiometric readings. There are numerous uranium readings in West Mackay, most of this land is claimed and held by a major Canadian uranium exploration/development company. The New England Fold Belt is host to gold, silver, tin, nickel, copper and molybdenum mineralisation.

The Mackay project area is considered to have potential for the discovery of gold, copper, zinc and uranium mineralisation. Some exploration has been completed over the Zelma mine area but very little systematic modern exploration has been completed over the larger Mackay project area.

Disclaimer and Qualified Person

The information in this news release has been sourced from various public company reports and governmental information sources, including radiometric data from Geosciences Australia, and summaries from previous exploration reports provided by the Queensland Department of Minerals and Energy on its interactive website. This disclosure is the subject of a detailed review by Robert Watchorn of Bob Watchorn and Associates, Consulting Geologist, Perth WA, Australia. Mr. Watchorn is a "qualified person" as defined in National Instrument 43-101, and is independent of Mt. Haden and Bricol.

Mt. Haden will maintain an operations office in Brisbane, Queensland Australia, and intends to maintain a corporate office in Toronto, Canada.

As noted above, completion of the Mt. Haden Acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. The Mt. Haden Acquisition does not require shareholder approval. There can be no assurance that the Mt. Haden Acquisition will be completed as proposed or at all.

Investors are cautioned that except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Mt. Haden Acquisition and has neither approved or disapproved the contents of this news release.

Contact Information

  • Silverbridge Capital Inc.
    Glenn Laing
    President
    (905) 399-3459
    or
    Mount Haden Explorations Pty Limited
    Fred Swaab
    Director
    + 61-2-9233-5544