Doubleview Capital Corp.
TSX VENTURE : DBV.P

February 22, 2011 16:58 ET

Doubleview Capital Corp. Announces Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 22, 2011) - DOUBLEVIEW CAPITAL CORP. ("Doubleview") (TSX VENTURE:DBV.P), a capital pool company, is pleased to announce that it has entered into an agreement dated February 22, 2011 (the "Agreement") with 0895277 B.C. Ltd. (the "Optionor"), a company controlled by Farshad Shirvani, a director of Doubleview, whereby the Optionor has granted Doubleview an option to acquire a 100% interest in the Mount Milligan North Property (the "Transaction"). Doubleview is a capital pool company ("CPC") and intends the Transaction to constitute a Qualifying Transaction under the TSX Venture Exchange (the "Exchange") Policy 2.4 – Capital Pool Companies.

About the Mount Milligan North Property and the Optionor

The Mount Milligan North Property (the "Property") is comprised of 26 contiguous mineral claims totaling 8,390 hectares and is located approximately 165 kilometres northwest of Prince George, British Columbia. The Property is accessed by Germansen North Forest Service Road 112 kilometres from Fort St. James and then easterly along well-used logging roads and a network of former haul roads that remain throughout the Property. Located approximately 7 kilometres south of the Property is the Mt. Milligan Property.

In 2010, the Optionor completed a geochemical sampling program comprising of 430 soil samples analyzed by mobile metal ion ("MMI") methods. MMI is a partial leach method that measures the presence of metal ions derived from underlying bedrock and transported to the surface environment. This program confirmed the presence of elevated levels of gold and copper-in-soil on the Property.

The Optionor is a company incorporated under the laws of British Columbia. The sole shareholder and director of the Optionor is Farshad Shirvani, who is also director of Doubleview.

Terms of Proposed Qualifying Transaction

Under the terms of the Agreement, Doubleview will be able to acquire a 100% interest in the Property by:

  1. paying $50,000 to the Optionor on the date of the final Exchange bulletin (the "Exchange Approval Date");
  2. issuing the following securities to the Optionor:
    1. 1,200,000 common shares of Doubleview on the Exchange Approval Date; and
    2. warrants to purchase 1,000,000 common shares of Doubleview by the second anniversary of the Exchange Approval Date (the "Warrants"). The Warrants will be exercisable at a price of $0.15 per share until two years from the date of issuance.
  3. incurring a total of $500,000 of exploration expenditures on the Property as follows:
    1. $200,000 in exploration expenditures on the Property by the first anniversary of the Exchange Approval Date; and
    2. $300,000 in exploration expenditures on the Property by the second anniversary of the Exchange Approval Date.

In addition, the Optionor will retain a 2% net smelter return royalty (the "Royalty") on the Property. Doubleview may purchase 1% of the Royalty by paying the Optionor $1,000,000.

The Transaction is conditional upon, among other things, Doubleview receiving confirmation from the Optionor that it is recorded as the registered title holder of the Property, and acceptance by the TSX Venture Exchange of any and all filings required to made with the Exchange.

Farshad Shirvani, a director of Doubleview, is a non-arms length party to the Transaction as he is the sole shareholder and director of the Optionor. Other than Mr. Shirvani, no other director or officer of Doubleview has as an interest in the Optionor. This Transaction is a non-arm's length qualifying transaction due to the fact that Mr. Shirvani controls the Optionor and owns 15.5% of Doubleview. As a result, shareholder approval is required for the Transaction.

Proposed Flow-Through Private Placement

In conjunction with the Transaction, Doubleview's board of directors has also approved a proposed private placement offering of up to 1,111,111 flow-through common shares of Doubleview at a price of $0.18 per share for gross proceeds of $200,000. The proceeds of this offering will be used to fund the proposed work program on the Property. Subject to Exchange approval, finder's fees may be payable in connection with this private placement.

About Doubleview

Doubleview was incorporated on January 18, 2008 and completed its initial public offering on November 17, 2010. Since the listing of its common shares on the Exchange, on November 19, 2010, Doubleview's business has been restricted to the identification and evaluation of mineral properties for the purpose of completing its Qualifying Transaction. Upon completing the Transaction, Doubleview expects to be listed as a Tier 2 Mining Issuer on the Exchange.

On closing of the Transaction, it is anticipated that Mr. Shirvani will be appointed as Chief Executive Officer and President and Neil MacDonald will remain as the Chief Financial Officer and Chairman. In addition, Doubleview plans to appoint an additional independent director on completion of the Transaction.

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Doubleview cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Doubleview's control. Such factors include, among other things: risks and uncertainties relating to Doubleview's ability to complete the proposed Qualifying Transaction; its ability to acquire a 100% interest in the Property and other risks and uncertainties, including those described in Doubleview's Amended and Restated Prospectus dated September 8, 2010 filed with the Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially form the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Doubleview undertakes no obligation to publicly update or revise forward-looking information.

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

  • Doubleview Capital Corp.
    Neil MacDonald
    Chief Executive Officer and Chief Financial Officer
    (604) 633-2776
    (604) 683-6564 (FAX)