Doca Capital Corp.
TSX VENTURE : DCA.P

February 13, 2012 19:35 ET

Doca Capital Enters Into Mineral Property Option Agreements for Acquisition of 100% Interests in Wekusko and Ferro Mine Properties in a Qualifying Transaction and Announces Changes to Board

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 13, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Doca Capital Corp. (TSX VENTURE:DCA.P) (the "Company" or "Doca") announces the signing of a Property Option Agreement dated effective February 6, 2012 (the "Wekusko Option Agreement") with Strider Resources Limited ("Strider") pursuant to which Doca may be granted an option (the "Wekusko Option") to earn a 100% undivided interest in the property known as the "Wekusko Property". The property is located approximately 23 kilometres southeast of Snow Lake, Manitoba and comprises 55 mineral claims totalling approximately 8,880 hectares (the "Wekusko Property"). Doca has also signed a Property Option Agreement dated effective February 6, 2012 (the "Ferro Option Agreement") with Strider and Cangame Corporation ("Cangame") pursuant to which Doca may be granted an option (the "Ferro Option") to earn a 100% undivided interest in the property known as the "Ferro Mine Property". The Ferro Mine Property comprises 3 mineral claims totalling approximately 60 hectares (the "Ferro Property", and the Wekusko Property and Ferro Mine Property together the "Properties"), and is located approximately 23 kilometres southeast of Snow Lake, and east of Wekusko Lake Manitoba (together, the "Proposed Transaction").

Both of the Wekusko Option Agreement and Ferro Option Agreement are subject to a 3% net smelter return (each, an "NSR"). On or before the first anniversary date of the commencement of commercial production from the Properties, Doca has the one time right to buy back up to fifty (50%) percent of each NSR interest being an amount equal to 1.5% NSR interest) for $1,500,000 leaving a 1.5% NSR interest. The right to purchase the NSR interests shall be exercised by Doca providing notice of the purchase accompanied by payment in the amount of $1,500,000 together with a full accounting and payment for the NSR accrued to the date of the said notice.

Doca is a capital pool company and intends for the Proposed Transaction to constitute its Qualifying Transaction as such term is defined in the policies of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and will not be subject to shareholder approval. Upon completion of the Proposed Transaction, Doca expects to be a Tier 2 Mineral Exploration Issuer. Strider and Cangame are private corporations incorporated under the laws of the Province of Manitoba. Strider is a corporation controlled by Daniel Vern Ziehlke, and Cangame is a corporation controlled by Thomas G. Frohlinger, both of whom are residents of Manitoba.

The Proposed Transaction is subject to the following conditions: (1) the approval of the Proposed Transaction by the Exchange, and (2) Doca receiving a report prepared pursuant to National Instrument 43-101 with respect to the Properties. In addition, at any time before the completion of the Proposed Transaction, Doca may conduct due diligence investigations of the Properties. If, at any time, Doca determines that it is not satisfied in its sole discretion with the results of such investigations, Doca may elect not to proceed with the Proposed Transaction. The Company has not advanced any funds to Strider or Cangame in connection with the Proposed Transaction.

Pursuant to the terms of the Wekusko Option Agreement, Doca may acquire a 100% interest in the Wekusko Property, subject to the NSR, by:

(i) on or before the dates indicated below, making the following cash payments:

Date Cash Payment
Upon the later of: (a) Doca receiving satisfactory evidence that the Wekusko Property is in good standing and free and clear of all liens, charges and encumbrances; and (b) the day that is ten (10) days after acceptance by the Exchange of the Proposed Transaction (the "Effective Date") $50,000
Six months after the Effective Date $50,000
On or before one year after the Effective Date $200,000
On or before two years after the Effective Date $200,000
On or before three years after the Effective Date $200,000
On or before four years after the Effective Date $300,000
Total: $1,000,000

(ii) on or before the dates indicated below, issuing to Strider, an aggregate of 1,000,000 Doca common shares:

Date Number of Shares
On the Effective Date 200,000
On or before one year after the Effective Date 200,000
On or before two years after the Effective Date 200,000
On or before three years after the Effective Date 200,000
On or before four years after the Effective Date 200,000
Total: 1,000,000

(iii) on the Effective Date, issuing to Strider share purchase warrants to purchase 1,000,00 common shares in the capital of Doca at an exercise price of $0.25 per share, exercisable until 36 months after the Effective Date; and

(iv) on or before the dates indicated below, making the following expenditures on the Wekusko Property:

Date Amount of Expenditure
On or before one year after the Effective Date $300,000
On or before two years after the Effective Date $700,000
On or before three years after the Effective Date $1,000,000
On or before four years after the Effective Date $1,500,000
On or before five years after the Effective Date $1,500,000
Total: $5,000,000

Pursuant to the terms of the Ferro Option Agreement, Doca may acquire a 100% interest in the Ferro Property, subject to the NSR, by:

(i) on or before the dates indicated below, making the following cash payments:

Date Cash Payment
Upon the later of: (a) Doca receiving satisfactory evidence that the Ferro Property is in good standing and free and clear of all liens, charges and encumbrances; and (b) the day that is ten (10) days after acceptance by the Exchange of the Proposed Transaction (the "Effective Date") $75,000
On or before one year after the Effective Date $150,000
On or before two years after the Effective Date $225,000
On or before three years after the Effective Date $450,000
On or before four years after the Effective Date $600,000
Total: $1,500,000

(ii) on or before the dates indicated below, issuing to Strider, an aggregate of 1,500,000 Doca common shares:

Date Number of Shares
On the Effective Date 300,000
On or before one year after the Effective Date 300,000
On or before two years after the Effective Date 300,000
On or before three years after the Effective Date 300,000
On or before four years after the Effective Date 300,000
Total: 1,500,000

Gold exploration and development work performed on the Properties during the last seventy years includes extensive surface geological, geochemical and geophysical surveys, diamond drilling and underground development. The work has been successful in identifying significant gold mineralization at several locations on the Properties although no significant production has occurred. The east side of Wekusko Lake, where the Properties are located, has a number of relatively small tonnage, high grade gold deposits, including the Rex-Laguna mine, operated intermittently from 1924-1940 with a recorded production of 58,962 ounces of gold from 131,386 tons milled for a recoverable grade of 0.51 ounces per ton, located some 700 meters west of the Properties. The west side of Wekusko Lake contains the much larger New Britannia (Nor-Acme) deposit (to date 1,428,290 ounces of gold recovered from 12,124,449 tons milled for a recovery grade of 0.117 ounces per ton). The mine is now called the Snow Lake Mine owned by Alexis Minerals Corp. In addition, a number of smaller gold deposits are also present, in the immediate area surrounding the New Britannia mine and these are the #3 Zone, the Birch Zone, the Boundary Zone and the Squall Lake gold deposits. Doca has contracted Mark Fedikow of Mount Morgan Resources Ltd., an independent mineral exploration consultant to prepare a report on the Properties as set out under National Instrument 43-101 ("NI 43-101"). Dr. Fedikow is a Qualified Person under the definition of NI-43-101, and has also reviewed this press release for accuracy and compliance with NI 43-101. Information relating to adjacent properties has not been verified by Doca and is not necessarily indicative of the mineralization on the Properties. The Properties are early-stage mineral properties and do not contain a resource defined by NI 43-101.

In connection with the Proposed Transaction, Doca is currently planning to complete a concurrent financing to raise gross aggregate proceeds of up to $2.5 million, the terms of which will be determined at a later date. Doca also anticipates issuing common shares to certain arm's length third parties as finder's fees payable in connection with the Proposed Transaction in accordance with Exchange policies.

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company intends to apply for an exemption from sponsorship requirements, however there is no assurance that the Company will obtain this exemption.

It is the intention of Doca to establish and maintain a board of directors with a combination of appropriate skill sets that are compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. The board of directors of the company currently consists of three members, Kim Oishi, Dave Doherty (independent) and Jim Mitrakos (independent), who together bring experience and expertise in managing public companies, finance, accounting and investor relations. Upon completion of the Proposed Transaction, Doca plans to add Gary Ostry as an independent member of the board of directors. Mr. Ostry graduated with a BSc (Hons) in geology from the University of Manitoba in 1975 and received a Bachelor of Laws degree from Queens University in Kingston, Ontario in 1981. He is currently registered as a Professional Geoscientist in the province of Manitoba. After working as an exploration geologist on projects across Canada, Mr. Ostry was employed by the Manitoba Government in 1984 as a mineral deposits geologist, and served as Manager of Minerals Policy and Business Development for 15 years until 2009. Mr. Ostry is currently a private consultant advising on business development and policy in the minerals industry. Other than these directors, there will be no other insiders of Doca upon completion of the Proposed Transaction. Upon completion of the Proposed Transaction, Dave Doherty will resign from the board of directors due to other commitments.

Trading in Doca's shares has been halted pending satisfaction of the conditions to the Proposed Transaction.

About Doca

Doca is designated as a Capital Pool Company by the Exchange. It has not commenced commercial operations and has no assets other than cash. The purpose of the offering under its Prospectus dated April 1, 2010 (the "Prospectus") was to provide it with funds to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined in the Company's Prospectus). Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a non arm's length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, Doca will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. For further information regarding Doca, the offering, and Doca's management team, see the Prospectus and Doca's disclosure documents on SEDAR at www.sedar.com.

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 (the "U.S. Securities Act") 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 U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD

Kim Oishi, President, Chief Executive Officer and a Director

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 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. Trading in the securities of a capital pool company should be considered highly speculative.

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

  • Doca Capital Corp.
    Kim Oishi
    President, Chief Executive Officer and a Director
    778-997-6228