Deal Capital Ltd.

July 10, 2007 16:08 ET

Deal Capital Closes Qualifying Transaction; Changes Name to Animas Resources Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 10, 2007) -


Deal Capital Ltd. (the "Company" or "Deal Capital") (TSX VENTURE:DCP.P) is pleased to announce the Company has completed the following milestones in connection with the Company's acquisition of the Santa Gertrudis Gold Project:

- Signed a final purchase agreement with Sonora Gold Corporation ("SGC").

- Signed a final purchase agreement with Sonora Copper LLC ("SC").

- Entered into an option agreement on the Greta and San Enrique Properties.

- Filed the Filing Statement on SEDAR.

- Re-negotiated the terms of the property option agreement with Lopez-Limon to extend the payment terms.

- Received Conditional Approval of the Qualifying Transaction from the TSX Venture Exchange.

- Completed the formal closing of the acquisitions of the three Mexican companies: Compania Minera Chuqui S.A. de C.V. ("Chuqui"); First Silver Reserve S.A. de C.V. ("First Silver"); and, Recursos Escondidos S.A. de C.V. ("Recursos").

- Received the proceeds from the Subscription Receipts financing from the escrow agents in the amount of $6.2 million.

- Changed its name to "Animas Resources Ltd."

The Subscription Receipts issued in May 2007 have converted into Units with no further action required by the subscribers.

The Company has filed the final documents with the TSX Venture Exchange and expects to commence trading on or about Monday, July 16th, 2007 under its new name of Animas Resources Ltd. under the symbol "ANI".

The Santa Gertrudis Gold Project

The Santa Gertrudis Gold Project (the "SG Property"), located 180 km north of Hermosillo, Sonora, Mexico, was discovered by Phelps Dodge in 1986 and advanced to open pit heap leach production in 1991. From May 1991 to October 2000, the SG Property produced 564,000 ounces of gold at an average grade of 2.13 grams per tonne. PD sold their part of the Santa Teresa Districts gold deposits, to Campbell in 1994 for US$10 million. Campbell later ceased mining and processing activity due to low gold prices during the late 1990's and settled some outstanding debts by assigning several core area concessions, including the un-mined Cristina deposit, to certain local Mexican contractors ("Lopez-Limon"). The acquisition by the Company of Chuqui, First Silver and Recursos will re-consolidate these concessions, which will allow for a district-wide exploration program. Other mineral properties that are part of the SG Property package include the relatively higher-grade Amelia Mine and recently staked ground to the west, northwest and southeast of the SG Project's historic workings. The Amelia Mine had historically produced over 1 million tonnes at 2.88g Au/tonne.

The Company will own directly, or have options to earn-in on, a combined holding of approximately 34,800 hectares in the SG Property (130 square miles). Title to two outlying concessions is pending. The SG Property is part of the Santa Teresa Mining District in the Cucurpe Municipality of the northern Mexican state of Sonora and lies within Mexico's "Free Zone", which allows for imports to incur a 33% lower import tax.

Remaining historic resources for the SG Property as recorded by Campbell when production ceased in 2000 (Barrera, November 30, 2000) are non-NI 43-101 compliant and include 8.1 million tonnes averaging 0.94 g Au/tonne on the Lopez-Limon concessions, and 5.9 million tonnes averaging 1.71 g Au/tonne on Sonora Gold Corporation's concessions. These historic resources should not be relied upon as the estimates are not current and do not meet CIM definition standards but are reported here for historical purposes only. The Company's early goal is to test these historic resources to establish NI 43-101 compliant resources.

The proposed geological exploration team are personnel from the Sonora Copper LLC group. In addition to verifying near-surface mineralization, these SG Property veterans will aggressively define the economic potential in the SG Property's numerous known sulfide zones, which were ignored during the open pit, heap leach operations of 1991 - 2000, as well as investigating potential deep feeder structures of Carlin-type mineralization throughout the district and on newly staked ground forming part of the SG Property. In 1997, Campbell commissioned Behre Dolbear & Company, Inc. to complete a report to assess the deep Carlin-style targets at the SG Project. Their report concluded: "Behre Dolbear concludes that the property contains potential for a deep, Carlin-type target from an examination of the property and the presently available data for the project. The geology, structure, geochemistry, geophysics and mineralization are indicative of this type of system and the similarities to the Post-Betze deposit are very striking. Santa Gertrudis is at the same position the Carlin Trend was at the point in time Barrick bought the Gold Strike property from Western States Minerals and started their deep exploration program." and "The deep exploration potential at SG is very positive and the chance for deep mineralization is very good. The surface potential, as you know, is without question." There is excellent potential for additional shallow gold deposits both adjacent to known oxide gold occurrences and under shallow gravel cover.

The Acquisition Terms

Deal Capital signed a Letter of Intent on February 13, 2007 with SGC to acquire 100% of its two Mexican subsidiaries, First Silver and Recursos. In addition, the Company also signed a Letter of Intent on February 13, 2007 with SC to acquire 100% of its Mexican subsidiary Chuqui. Together, these companies control the Santa Gertrudis Gold Project in Northern Mexico.

For the acquisition of First Silver and Recursos, the Company has paid US$650,000 and issued 1,500,000 common shares of the Company to SGC, which are subject to an escrow agreement. Three more payments of US$500,000 will be paid in cash or common shares, at the option of the Company, on the first, second and third anniversary dates.

For the acquisition of the 100% interest in Chuqui, the Company has issued 3,750,000 common shares to SC and SC's members, a portion of which subject to an escrow agreement. Chuqui holds several claims outright, and also has an agreement with Lopez-Limon to acquire its share of the SG Project. The Lopez-Limon agreement has been re-negotiated by the Company such that the payment terms were extended. The Company paid the first installment of US$50,000 to Lopez-Limon on June 1st, 2007 and has agreed to make certain payments up to June 1, 2011 such that the total purchase price will be US$2 million.

The Company has reserved 2 million common shares for future issuance as a performance bonus pool contingent upon the completion of an NI 43-101 compliant geological resource report where the delineated resource is greater than 2.7 million gold equivalent ounces subject to various conditions. The first 1 million of these common shares will be issued upon the expansion of the measured and indicated gold equivalent resource to 1.7 million ounces.

The common shares of the Company issued to SGC and SC are subject to escrow and/or hold periods in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

A finder's fee payable in common shares has also been paid in common shares of the Company to an arm's length party for the acquisitions of First Silver and Recursos. These finder's shares have been issued and will be released from escrow as the payments are made for those acquisitions, subject to various conditions.

The Financings & Share Structure

The Subscription Receipts financing was completed in May, 2007 to raise $6.2 million. The Subscription Receipts were issued at $0.50 per Subscription Receipt. The Subscription Receipts have now each converted into a unit (a "Unit"). Each Unit consists of one common share and one half of a transferable common share purchase warrant. Each whole warrant allows the holder to purchase one additional share for a period of 24 months at $1.00. The four-month hold period on these Receipts began on the date that the financings closed and will expire on September 9 and September 12, 2007. The brokered private placement was led by PI Financial Corp. (the "Agent"). As consideration for its services, the Agent received 455,000 Units as commission and was issued 650,000 agent's warrants (the "Agent's Warrants") entitling the Agent to purchase 650,000 common shares at an exercise price of $0.55 per share until July 5, 2009. The Company also paid a finder's fee to Leede Financial Markets Inc. (the "Finder") of $28,000 in cash and 80,000 Finder's warrants entitling the Finder to purchase 80,000 common shares at an exercise price of $0.55 per share until July 5, 2009.

The Company previously announced that it had agreed to issue up to a maximum of 400,000 additional Units for funds raised by SC prior to closing on the same terms as the financing. These shares will not be issued and, instead, the Company has paid $200,000 in cash to SC.

Following completion of the transactions outlined above, the Company will have the following share structure:

Current issued and outstanding: 2,500,000
Acquisition of Recursos and First Silver 1,500,000
Acquisition of Chuqui 3,750,000
Financing 12,400,000
Agent's commission paid in shares 455,000(1)
Finder's Fee 379,000
Total Common Shares 20,984,000

Shares reserved for potential future issuance:
Contingent payment 2,000,000
Stock options 1,625,000
Warrants from Financings 6,200,000
IPO broker's warrants 150,000
Agent's Warrants 730,000
Agent's commission warrants 227,500(1)
Total Dilutive Securities 10,932,500

Fully Diluted Issued and Outstanding 31,916,500(2)

1. Commission paid to Agent was in Units.
2. To achieve the fully diluted number, the Company will have raised an
additional $7,596,500 from options and warrants being exercised and have
a 2.6 million ounce NI 43-101 compliant resource report.

Name change and new Board of Directors & Officers

The Company has been re-named "Animas Resources Ltd." and a new trading symbol of "ANI" has been assigned.

The Company's Board of Directors has also been changed as previously announced. Mr. Gregory McKelvey, Dr. Donald Ranta and Mr. Bryan Morris have been appointed to the Board. Mr. Gregory McKelvey has been appointed Chief Executive Officer of the Company and Ms. Winnie Wong has been appointed Chief Financial Officer of the Company and has resigned from the Board. Mr. Mark T. Brown will continue as a Director. The Company wishes to acknowledge the assistance and guidance provided by Mr. Ken Morgan and Dr. A. J. Sinclair who have resigned as directors.

The Company's Qualified Person with respect to the geological information contained in this news release is Mr. Gregory McKelvey, B.A. M.S. (Geo.).

Completion of the Company's Qualifying Transaction is subject to certain final conditions and receiving final approval from the TSX Venture Exchange.

Investors are cautioned that, except as disclosed in the Filing Statement 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. Trading in the securities of a capital pool company should be considered highly speculative.

For additional information, contact Animas Resources Ltd. at 604-687-6197.

G.E. McKelvey, President & Director

Deal Capital Ltd. is a Capital Pool Company trading on the TSX Venture Exchange under the symbol "DCP.P".

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.

Contact Information

  • Deal Capital Ltd.
    G.E. McKelvey
    President & Director
    (604) 687-3520
    (604) 688-3392 (FAX)