Datinvest International Ltd.

June 10, 2008 20:29 ET

Datinvest Announces LOI With Intuitive Exploration, Todd Creek Property

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 10, 2008) -


DATINVEST INTERNATIONAL LTD. (NEX:DAI.H) (the "DAI" or "Company") is pleased to announce that it has signed a Letter of Intent ("LOI") dated June 6, 2008 with Intuitive Exploration Inc. ("NTX") for the acquisition of all issued and outstanding shares of NTX, a British Columbia resource exploration company.

The Company is currently without active business operations and in recent years has been focusing on seeking out a suitable asset or business to acquire for the purpose of recommencing active operations with a view to increasing shareholder value. This arm's length transaction together with other transactions contemplated within the LOI will constitute a Reverse Takeover ("RTO") for the Company.


NTX is a private company incorporated in April 2008 under the British Columbia Business Corporations Act. The business of NTX is the exploration and development of mineral properties and investment in mineral properties. The principal commercial asset of NTX is an option to acquire a 70% interest in the Todd Creek Property located in the Skeena Mining Division in northwestern British Columbia. The property is comprised of 30 mineral tenures totaling 12,222 hectares. NTX will provide a NI 43-101 technical report covering the Todd Creek Property which will be posted at the SEDAR website (www.sedar.com) when available.

Pursuant to the Todd Creek option agreement, NTX can earn up to a 70% interest in the property by fulfilling the following:

1. making payments with respect to the property aggregating $180,000 and issuing 170,000 shares in accordance with the following schedule:

(a) $40,000 and 40,000 shares on or before May 31, 2008 (completed);

(b) $50,000 and 50,000 shares on or before October 31, 2009;

(c) $50,000 and 50,000 shares on or before October 31, 2010; and

(d) $40,000 and 30,000 shares on or before October 31, 2011; and

2. incurring or have committed to incur expenditures in respect of the exploration and development of the property or expenditures related to the property aggregating $5,000,000 in accordance with the following schedule:

(e) $2,000,000 on or before October 31, 2008;

(f) $1,500,000 on or before October 31, 2009; and

(g) $1,500,000 on or before October 31, 2010.

On the expenditure of $2,500,000 and the fulfillment of the obligations set out in section 1, NTX will earn a 51% interest in the property. On the expenditure of an additional $1,000,000 NTX will earn a 60% interest and on the expenditure of an additional $1,000,000 NTX will earn a 70% interest.

A royalty in the amount of 2.5% of the net smelter return will be granted to a third party upon the exercise of the option and the execution of a joint venture agreement among NTX and the other owners of the property. The net smelter return may be purchased in 0.5% increments for $750,000 in the four year period following the granting of the royalty.

NTX has entered into or assumed contracts relating to the exploration of the property including drilling, camp set up and maintenance and helicopter rental contracts.


Pursuant to the LOI, DAI will issue one common share for each outstanding share of NTX on the closing of the transaction at a deemed price of $0.20 per DAI share. As of the date of the LOI, a total of 4,070,000 DAI shares will be issued to the NTX shareholders but this number will change to reflect the financings undertaken by NTX prior to or concurrent with closing as described below. The parties acknowledge that some or all of the DAI shares issued on the share exchange may be subject to escrow provisions of the TSX Venture Exchange and such escrow may be as long as six years.

A finder's fee will be payable in shares of DAI, to Baron Group International Canada Ltd. (David Eaton), who introduced the parties to each other. The amount will be determined by DAI prior to the execution of the Formal Agreement. Any securities issued will be subject to a four-month hold.

NTX will raise up to $2,200,000 prior to the closing of the RTO by way of a private placement at a price to be determined but estimated to be $0.20. Each of these NTX shares will be exchanged for one share of DAI.

Concurrent with the completion of the RTO, DAI will raise sufficient funds by way of a private placement at a price to be determined but estimated to be $0.25 so that NTX and DAI have collectively raised an aggregate of $3,000,000. DAI will issue units consisting of one common share and a full warrant to acquire a common share exercisable at a price to be determined but estimated to be $0.35 for a period of two years.

For each of the NTX and DAI private placements, a finder's fee of up to 10% of the gross proceeds raised may be paid in cash or common shares. All securities issued pursuant to the offering will be subject to a four-month hold period. The net proceeds from the private placement will be used for general working capital and for the development of the Todd Creek property.

In addition, DAI will grant to the nominees of NTX options to purchase up to a total of 10% of common shares of DAI, less the number of options currently outstanding in DAI, at the lowest exercise price permitted by the TSX Venture Exchange. The options will be subject to vesting of a minimum of four months and a maximum of two years for senior executives.

On the closing of the RTO, the board of directors of DAI will consist of five individuals of which three will be the nominees of NTX. All senior officers of DAI will be the nominees of NTX. It is anticipated that Patrick Highsmith, Leigh Freeman and Jose Pinedo will be NTX's nominees as directors with Mr. Highsmith being appointed the CEO and Mr. Freeman being appointed as the Chair. Robert Perry will be appointed the Vice President, Exploration. A summary of each is provided herein.

Chief Executive Officer and Director: R. Patrick Highsmith. Mr. Highsmith is a Geochemist/Geologist with nearly 20 years of minerals industry experience. His career has progressed through multiple vantage points, including: Explorer, Operator, Manager, Junior Company, Major Company and Service Provider. He has visited and worked on over 200 mines and projects in more than 20 countries, while being directly involved with numerous deals, project startups and financings.

Mr. Highsmith was the principal founder of Intuitive Exploration Inc. with Leigh Freeman, organizing and delivering the team of five senior professionals into the startup before the proposed transaction with Datinvest. Patrick identified the company's first project and helped secure the seed financing to launch the company.

Prior to starting Intuitive, Patrick served as Global Manager - Exploration, Business Development for Newmont Mining Corp. out of Denver, CO. Serving in this interface role between Newmont and junior explorers around the world, Mr. Highsmith led complex evaluations of numerous projects and was instrumental in bringing Newmont into several new ventures.

Mr. Highsmith also previously served as Manager USA and Chief Geochemist for ALS Laboratories out of Sparks, NV leading the technical marketing of the major lab group through technical marketing literature materials, method development, geochemical consulting and global client interface. During the 1990s he worked as an Exploration Geologist and Geochemist for BHP Minerals, Mine Geologist for Kennecott Ridgeway Mining Co., and as Exploration Geologist for Westmont Mining.

Director and Chair: Leigh W. Freeman. Mr. Freeman has been involved with the minerals industry for nearly 40 years, with experience as both an engineer and geophysicist. His time in the industry has included leading organizations of geo-professionals, founding and leading a TSE 300 and TSE Precious Metals Index company and orchestrating project development for private and integrated mining companies.

Mr. Freeman's most notable achievement was as the Co-Founder, Vice President and Director before eventually becoming President and Director of Orvana Minerals. Recognized as one of the fastest growing companies on the TSE before being listed in the TSE 300 and on the TSE Precious Metals Index in the mid 1990s, Orvana initiated programs in the US/Canada and in eight foreign countries. The Company is currently operating the underground Don Mario Gold Mine in Bolivia, with which Mr. Freeman was directly involved in the acquisition and development of. The mine operates today with cash costs less than $US100/oz of gold. Mr. Freeman was instrumental in the development, staffing, and implementation of the company's business plan which offered senior company-style minerals exploration in a highly leveraged, entrepreneurial junior business entity. Mr. Freeman was also directly involved with the discovery of the first "sediment hosted gold deposit" in the central Andes.

He is currently General Manager and Principal of Downing Teal Inc., which is the largest global recruiting organization serving the resource and construction industries. He had previously developed Freeman and Associates which was a private organization of technical geo-professionals focused on the acquisition and development of domestic and international minerals properties. Mr. Freeman also spent time with Congdon and Carey (CoCa Mines) out of Denver, CO and with Placer Dome out of Vancouver, BC, Canada in the capacities of Chief Geophysicist, Mining Engineer, Evaluations Engineer and Project Manager.

Director and Vice President, Administration and General Counsel: Jose A. Pinedo. Mr. Pinedo is an experienced Senior Legal Executive with international experience in the gold mining and natural resources industries, with diversified leadership experience in Latin American markets.

He is currently Managing Director, Owner and Principal member of a new Mining Consulting Firm with clients in Latin America such as Gold Fields, Vanessa Ventures and Rusoro. He had previously worked for Placer Dome America, in Denver, CO from 2003-2006 as Vice president, General Counsel and Secretary. He managed the legal department for U.S. and Latin America, including over 15 companies, seven operating mines and three projects.

Vice-President, Exploration: Robert V. Perry

Mr. Perry is an entrepreneurial exploration geologist with more than twenty-five years domestic and international experience in mining and gold, uranium and base-metal exploration. He brings demonstrated management, operating and discovery skills with strong emphasis in governmental, community and landowner relations. He is currently Vice President, Exploration of Intuitive Exploration Inc.

He previously was Vice President, Exploration for Vista Gold Corp. from October 2005 - May 2008, where he managed all geologic related evaluation and exploration programs on the company's properties as well as potential acquisition targets. He oversaw programs in Australia, Indonesia, Mexico and several western US states. He was responsible for Discovery of the Beartrack gold mine in Idaho and two uranium mines in Colorado.

The Company, with the assistance of NTX, will work together to negotiate a definitive agreement and prepare all documents for regulatory approval.

The completion of the RTO is subject to the approval of the TSX Venture Exchange and all other necessary regulatory approvals. The completion of the RTO is also subject to additional conditions including the completion of the private placements to meet the minimum listing requirements of the TSX Venture Exchange and execution by DAI, NTX and NTX shareholders of the definitive agreement. The Company is seeking an exemption from the requirements to provide a sponsorship report to the Exchange, but there is no assurance that such exemption will be granted. Until the Exchange approves the sponsorship exemption, or a sponsor is approved, trading in the shares of the Company will remain halted.


The directors and officers of NTX are Mr. Highsmith - director, President and CEO, Mr. Freeman - director and Chair, Mr. Pinedo - director and Vice President, Administration and General Counsel and Mr. Perry - Vice President, Exploration.

The shareholders of NTX who currently own more than 10% of the issued shares of NTX, their jurisdictions of residence, and the percentage of shares of NTX held by each are as follows:

Shareholder Residence % of NTX owned
Leigh Freeman Denver, Colorado 24.6%
Patrick Highsmith Centennial, Colorado 17.2%
Jose Pinedo Littleton, Colorado 12.3%

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval if required. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in accordance with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Datinvest International Ltd. should be considered highly speculative.


In connection with the RTO, the Company proposes, subject to TSX Venture Exchange and shareholder approval if required, to change its name to "Intuitive Exploration Inc." or such name as may be approved by the Company and its shareholders if required.

"This is a tremendous opportunity for Datinvest to transition into a mineral exploration and development company," commented Jason Birmingham, President of the Company. "In addition, the new management team principals of NTX, who each bring at least 20 years experience from the exploration and mining industry, will greatly aid in identifying and building a future portfolio of valuable mineral exploration projects."

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

Datinvest International Ltd.

Jason Birmingham, Director, President & Secretary

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Datinvest International Ltd.
    Jason Birmingham
    (604) 761-3203