Druk Capital Partners Inc.

Druk Capital Partners Inc.

May 18, 2012 07:00 ET

Druk Signs Letter of Intent for Qualifying Transaction: To Become Largest Minerals Rights Holder in Rouyn-Noranda, Quebec Mining Camp

- Announces Concurrent Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 18, 2012) -


Druk Capital Partners Inc. ("Druk" or the "Company") (TSX VENTURE:DRU.P), a capital pool company, is pleased to announce that it has entered into a letter of intent dated May 17, 2012 ("LOI") with Alexis Minerals Corporation ("Alexis") whereby, subject to regulatory approval, Druk will acquire (the "Proposed Transaction") 100 per cent of the rights, titles and interests held by Alexis in the Rouyn-Noranda base/precious metal camp (the "Project"). The Proposed Transaction excludes those claims that comprise Alexis' Lac Pelletier gold property. Alexis is a company incorporated in Ontario and listed on the Toronto Stock Exchange.

The Proposed Transaction, pursuant to the LOI, will constitute the Company's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and upon completion of the Proposed Transaction, the Company expects to be a Tier 1 or Tier 2 Mining issuer. Pursuant to Section 2.1 of Exchange policies, as the proposed Qualifying Transaction is an arm's length Qualifying Transaction, the Company will not be required to obtain shareholder approval of the Qualifying Transaction but will be submitting a Filing Statement for Exchange acceptance.

The Project

The Project is located in Rouyn-Noranda, Quebec and consists of 2,185 mineral claims and leases, covering approximately 728 square kilometres and includes exploration rights associated with no fewer than 9 former producing copper-gold-zinc mines in the Rouyn-Noranda camp. The Project encompasses the former producing Horne copper-gold deposit as well as the Quemont, Ansil, Corbet, Gallen, Waite, East Waite, Waite-Amulet and Newbec deposits. Druk will acquire from Alexis a 100% interest in 94% of the Project area with the balance held under joint ventures. The Project covers 70% of prospective ground over the Central Mining Camp and extends into the larger Rouyn-Noranda area covering over 40% of the entire Rouyn-Noranda camp.

Since the discovery of the gold-rich Horne VMS deposit during the early 1920's, the Rouyn-Noranda area has been home to 50 producing mines, which includes 20 former base-metal producers and 30 past-producing gold deposits. The VMS deposits in the Rouyn-Noranda camp are among the most gold-enriched deposits of this type known making the camp not only a significant copper and zinc producer but also a 19+ million ounce gold producer. The Rouyn-Noranda camp is bordered to the north and south by two major regional scale gold bearing structures, the Destor-Porcupine and Cadillac-Larder Lake deformations zones, which respectively host the gold deposits of the Timmins and Kirkland Lake-Bousquet-Val d'Or camps.

The Project includes those exploration, surface and mining rights which Alexis acquired under agreements (the "Xstrata Agreements") with Xstrata Canada Corporation (formerly, Falconbridge Limited) ("Xstrata"), under other third party agreements and also includes Alexis' 50% interest in the West Ansil joint venture. Within the Project area there are certain properties (the "Designated Properties") which were acquired under the Xstrata Agreements, totaling 28.51 square kilometres, which mainly cover historic surface workings, tailing disposal facilities and the ground surrounding the active Horne Smelter. On the Designated Properties, Xstrata retains and is solely responsible for all rights above the 200 metre vertical level including surface rights, historic mine, mill and surface infrastructure and all related environmental and other liabilities. Thus on the Designated Properties, Druk proposes to acquire from Alexis, all rights, titles and interests below a depth of 200 vertical meters.

The West Ansil project, which is located in the Project area, consists of 10 claims and is located approximately 15 kilometers to the northwest of Rouyn-Noranda, Quebec. Discovered in 2005, the West Ansil project hosts the West Ansil copper discovery. A National Instrument 43-101 ("NI 43-101") compliant resource report, prepared in April 2006 for Falconbridge Limited (now Xstrata), regarding the West Ansil project is posted under Alexis' website at www.alexisminerals.com. Xstrata is the current operator of the West Ansil joint venture.

Pursuant to the Proposed Transaction, Druk will also acquire from Alexis certain exploration data in connection with Project, including a detailed GoCad 3-D model for the Project. This exploration data has been accumulated by Xstrata, its predecessors and other third parties during their 80 years of exploration and mining in the Rouyn-Noranda area. This database includes exploration results from over 16,000 drill holes, representing over 4,000,000 metres of surface and underground drill testing, and catalogs the results into a readily searchable, digital format ideal for future target generation and evaluation.

"Perhaps once in a decade there is an opportunity to acquire a land package which encompasses the majority of a mining district like the Rouyn-Noranda Camp", said Darin Wagner, Chairman of Druk. "This represents an exceptional opportunity for Druk and its shareholders to control and participate in the exploration and future development of one Canada's foremost mining camps."

"The scale of the opportunity presented by this potential acquisition is perhaps matched only by the wealth of geological data acquired by the Company to direct our future exploration efforts. We are very pleased to have the opportunity to retain members of the Alexis team who have been actively involved with exploration on this project in the last 3-4 years, which will give us a tremendous head start on our exploration efforts", said Kelly Klatik, President and CEO of Druk.

Subject to acceptance of the Exchange, in consideration for facilitating the Proposed Transaction, a finder's fee will be paid by the Company to Axeman Resource Capital, a Canadian exempt market dealer, on closing of the Proposed Transaction, who is an arm's length party to the Company and Alexis.

The Company is continuing to evaluate the properties which comprise the Project and will be preparing a technical report on the material property(s) in accordance with NI 43-101 (the "Technical Report"). The Company will issue a further news release on completion of this Technical Report(s).

The Xstrata Agreements

In April of 2011 Alexis acquired a 100% interest in the majority of the rights comprising the Project from Xstrata. Those claims/leases had formerly been subject to a joint venture between the parties (the "Alexis JV").

The Project claims/leases acquired under the Xstrata Agreements, exclusive of the West Ansil project but inclusive of the Designated Properties, are subject to the following rights in favour of Xstrata:

1) 65% back-in right on any base metal deposit containing more than 350,000 tonnes copper metal equivalent after presentation of a NI 43-101 compliant resource report, under the following conditions:
paying to Alexis three times the project specific exploration and development expenditures;
paying to Alexis three times the Rouyn regional base metal exploration expenditures, up to a maximum of $20 million;
Xstrata must complete a NI 43-101 compliant feasibility study, within a specified period and at no cost to Alexis;
Alexis will retain a 35% interest; receive a 6-month financing period subsequent to a production decision; and, Alexis will participate in a JV management committee where unanimous agreement is required on critical mining decisions.
This back-in right does not apply to any "gold deposit", which is defined as a deposit where the value of gold and silver are three times greater than the value of the contained base metals, using 6-month average metal prices. Alexis' review of a total of 107 deposits known in the Rouyn-Noranda to Val d'Or region in the Quebec government published mine-production database indicates that of the 99 ore deposits discovered to date in this region, only 8 would be subject to the back-in right.
2) 1-2% net smelter return royalty ("NSR") on all metals on mineral claims transferred to Alexis. Where historic royalties exist, the combined royalty is capped at 3 to 4%. In areas with no prior royalties, the NSR is capped at 2%;
3) the right to explore for, and exploit smelter materials (e.g. Flux) in all areas formerly subject to the Alexis JV. Should smelter materials be mined from those areas, Alexis will receive a royalty of $0.50 per tonne plus 50% of any gold which may be recovered; and
4) a right of first refusal for custom milling and smelting of base metal production from any of the former Alexis JV properties.

Xstrata continues to operate the Horne milling and smelting complex located in the heart of the Rouyn-Noranda camp.

The Xstrata Agreements contain no area of influence provisions, work expenditure clauses or other restrictive covenants other than those which may be contained in any underlying agreements.


Under the LOI, Druk will acquire 100% of Alexis' rights, titles and interests to and in the Project by:

1) paying Alexis the sum of $5 million dollars upon closing of the Proposed Transaction (the "Closing"); and
2) issuing to Alexis on Closing the lesser of the following number of common shares (the "Shares"): (i) 7 million Shares; or (ii) that number of Shares that will allow Alexis to hold a 19% interest in the Company (on an undiluted basis) following the proposed Concurrent Financing (as defined below).

Provided that Alexis retains a 10% equity interest in Druk on an undiluted basis, Druk has also granted Alexis a first right to purchase securities of Druk in any future financing completed by the Company in which Alexis may be legally entitled to participate following the Proposed Transaction and the right to nominate one person to Druk's board of directors. Should Alexis' equity interest in Druk at any time fall below 10% (on an undiluted basis), the foregoing rights shall immediately cease and be of no further force and effect.

Druk will also acquire extensive local geological expertise via an agreement to employ several current employees of Alexis who have an intimate working knowledge of the Project. Druk has also agreed to take over the operation of the current Alexis office facility in Val d'Or, Quebec, which will serve as its principal exploration office for the Project.

The Concurrent Financing

Druk intends to undertake, in conjunction with or immediately prior to the Closing of the Proposed Transaction, a non-brokered private placement whereby the Company proposes to offer for purchase up to 26,000,000 Shares at a price of $0.25 for gross proceeds to the Company of up to $6,500,000 (the "Concurrent Financing"). The proceeds raised from the Concurrent Financing will be used to fund the Proposed Transaction, for the exploration of the Project and for general working capital. All securities issued pursuant to the Concurrent Financing will be subject to a four-month hold period.

Proposed Management of the Resulting Issuer

Subject to Exchange approval, it is expected that the resulting issuer's board of directors will consist of six members, five of which are currently on the Company's board and one of which will be appointed by Alexis on Closing of the Proposed Transaction.

Information respecting the resulting issuer's directors and officers will be provided in a follow-up news release.


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

Name Change

Upon Closing of the Proposed Transaction, the name of the resulting issuer will be changed to "Blake River Resources Inc."

Trading Halt

In accordance with current TSXV policies, Druk's common shares have been halted from trading and the Company expects that they will remain so until such time as the Proposed Transaction is completed.

Significant Conditions for Completion

The Proposed Transaction remains subject to receipt by the Company of a NI 43-101 complaint technical report with respect to the material property(s) which form part of the Project, the Company's legal due diligence review of the Project, title thereto and confirmation that all claims are in good standing, execution of a definitive agreement between the parties, certain third party consents, completion of the Concurrent Financing and approval of the Proposed Transaction as a qualifying transaction by the Exchange.

Information contained in the press release has been compiled, reviewed and approved by Mr. Darin Wagner, (P. Geo.). Mr. Wagner, is the Chairman of the Company and thus cannot be considered to be independent under NI 43-101. Mr. Wagner has reviewed the data from the Project, underlying agreements and terms of the Proposed Transaction. All information contained in this news release with respect to Druk and Alexis was supplied by the parties respectively, for inclusion herein, and Druk and its directors and officers have relied on Alexis for any information concerning Alexis.

About Druk Capital Partners Inc.

Druk was listed in September 2010 as a Capital Pool Company under TSX Venture Exchange Policy 2.4 and is headquartered in Vancouver, B.C. The company was established by a seasoned group of professionals who have consistently contributed to strong performances in their respective companies over the years through achievement of value enhancing milestones.

On behalf of the board of directors of DRUK CAPITAL PARTNERS INC.

Kelly Klatik, President and CEO

Completion of the Qualifying 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 Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 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.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the 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 press release.

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