EcoMax Energy Services Ltd.
TSX VENTURE : EES.H

EcoMax Energy Services Ltd.

June 21, 2011 09:00 ET

EcoMax Announces Changes to the Board of Directors, Acquisition of Interest in Acacia Property and Application to Graduate from NEX to Tier 2 TSX Venture Exchange

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 21, 2011) - EcoMax Energy Services Ltd. (the "Company") (TSX VENTURE:EES.H) is pleased to announce that it has entered into an option agreement with Eagle Plains Resources Ltd. ("EPL") as of June 14, 2011 (the "Option Agreement"), wherein the Company will acquire an exclusive option to earn 60% of EPL's interest (the "Acquisition") in and to the mineral properties comprising EPLs "Acacia Property" located the Adams Plateau of British Columbia in the Kamloops Mining Division (the "AcaciaProperty").

The Acacia Property Highlights

The Acacia Property is composed of seven mining claims, totalling over 4,600 hectares, and is located 45 kilometres north of Kamloops in central British Columbia.

It is considered to have good potential for hosting Volcanogenic Massive Sulphide (VMS) deposits. These deposits typically contain both base and precious metals, and occur in clusters and/or stacked lenses. The property covers a stratigraphic assemblage which hosts a number of nearby past-producing base and precious-metal deposits including the Samatosum, Rea Gold, and Homestake mines. The property currently has at least three known target areas.

  • Previous operators reported diamond drilling results including 10.6 g/t Au, 335.3 g/t Ag , 3.13 % Zn, 2.74% Pb, and 0.55% Cu over 2.37m on the Twin Mountain occurrence
  • Eight massive sulphide lenses and a 1500m x 250m soil anomaly at the Acacia Zone remain untested by drilling.

The parties caution that past results or discoveries on proximate land are not necessarily indicative of the results that may be achieved on the Acacia property.

The geological contents of this release have been prepared by Stephen P. Kenwood, P.Geo. a qualified person as defined by National Instrument 43-101. A detailed geological review and compilation of the Acacia Property can be found on the EPL website: http://www.eagleplains.com/projects/bc/acacia/

Acquisition Highlights

Pursuant to the Option Agreement, the Company will acquire an option to purchase a 60% interest in the Acacia Property over the course of four years, by paying a total cash consideration of $240,000 and issuing 1 million of the Company's voting common shares to EPL, and to complete $3 million worth of exploration work on the Acacia Property, as follows:

Cash PaymentsShares(1)Expenditures
On signing of Option AgreementCAD$10,000N/AN/A
On Exchange approval/ acceptance of the Acquisition ("Exchange Acceptance")CAD$10,000150,000 SharesN/A
On or before the 1st anniversary of Exchange AcceptanceCAD$40,000200,000 SharesCAD$200,000
On or before the 2nd anniversary of Exchange AcceptanceCAD$80,000200,000 SharesCAD$300,000
On or before the 3rd anniversary of Exchange AcceptanceCAD$100,000200,000 SharesCAD$600,000
On or before the 4th anniversary of Exchange AcceptanceN/A250,000 SharesCAD$800,000
On or before the 5th anniversary of Exchange AcceptanceN/AN/ACAD$1,100,000
TOTALCAD$240,0001,000,000 SharesCAD$3,000,000

(1) Voting common shares in the securities of the Company ("Shares").

Upon the Company exercising the option, the Company and EPL will automatically enter into a joint venture, with the Company and EPL respectively holding 60% and 40% interest in the Acacia Property, for the purposes of further exploration, evaluation and development of the Acacia Property towards commercial production.

Conditions of the Acquisition

Completion of the Acquisition as contemplated would constitute a Change of Business in accordance with TSX Venture Exchange ("Exchange") policy 5.2 and is subject to a number of conditions including, but not limited to, closing of the Private Placement, Exchange acceptance and, if required by Exchange policies, shareholder approval. Where applicable, the Acquisition cannot close until the required disinterested shareholder approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.

In accordance with Exchange policy, the Company's shares are currently halted from trading and will remain so until such time as the Exchange determines which, depending on the policies of the Exchange, may not occur until the completion of the Acquisition.

Application to Graduate from NEX to TSXV

The Acquisition is part of a series of transactions the Company has undertaken in connection of the Company's application to graduate from NEX to Tier 2 of the Exchange.

The Company has sold its previous industrial supplies assets over the course of several months and became an inactive company trading on NEX on August 4, 2010. With the completion of the Acquisition and related financing transactions, the Company will become a junior mining issuer. Concurrently, the Company plans to change its name, with shareholder approval, to "Tasca Resources Ltd."

Share Consolidation

Also concurrent with the closing of the Acquisition, the Company proposes a share consolidation on the basis of two old common shares of the Company for one new common share of the Company. The proposed share consolidation would result in the number of issued and outstanding shares of the Company being reduced from 29,045,479 common shares without par value to 14,522,740 common shares without par value.

Management of the Company believes that the share consolidation is necessary in order to provide the Company with a share capital structure that will make the Company more attractive for investment and will better provide for future growth opportunities.

Shareholder approval will be sought to approve the share consolidation at the Company's upcoming annual and special meeting to be held on July 29, 2011. In addition, the share consolidation is subject to the approval of the Exchange.

Private Placement

Concurrent with the closing of the Acquisition, the Company expects to complete the following two private placements on a post-consolidated basis:

  1. 1,500,000 flow-through units (the "FTUnits") of the Company at a price of $0.23 per Unit for gross proceeds of $345,000. Each Unit will be comprised of one common share and one half share purchase warrant, each warrant entitling the holder to purchase an additional common share at an exercise price of $0.35 per share for a period of two years.
  2. 2,000,000 non-flow-through units (the "NFTUnits") of the Company at a price of $0.20 per Unit for gross proceeds of $400,000. Each Unit will be comprised of one common share and one half share purchase warrant, with each whole warrant entitling the holder to purchase an additional common share at an exercise price of $0.35 per share for a period of two years.

The net proceeds of the Private Placements will be used by the Company to complete the required exploration expenditures with respect to the Acacia Property, for general working capital expenses, and in contemplation of the possibility of securing additional property assets.

A finders fee may be payable by the Company in connection with the private placements, within the limits prescribed by the policies of the Exchange.

Directors and Insiders

Upon completion of the Acquisition, it is anticipated that the Company's Board of Directors will be composed of three members, including Craig Naughty and Jim Darcel, who currently sit on its Board and hold the positions of President and CFO respectively, plus Marvin Mitchell P. Geo., a newly appointed Director. Both Mark Hopkins and Ed Grimes have tendered their resignations from the Board of Directors.

It is anticipated that the only insiders of the Company following completion of the Acquisition will be the three Board members with the exception of any nominees for Directors elected at the forthcoming Annual and Special Meeting and Mr. Michael Romanik who currently owns approximately 11.22% of the Company's issued and outstanding shares.

The following is a brief summary of the Board of Directors:

Craig Naughty, President

Mr. Naughty has been a Director of the Company since March 21, 2011 and President & CEO since March 24, 2011. He is currently the President, CEO and Director of First Lithium Resources Inc., a position he has held since May 1, 2009. He has also served as CFO, Corporate Secretary and Director for both Cloudbreak Resources Ltd., and Touchdown Resources Inc., the latter of which he remains as a director. While attending York University under academic scholarship, he received a Bachelor's Degree in economics, and then continued studies in the MBA program at York, and at Osgoode Law School. He brings with him 12 years of business management and development skills.

Jim Darcel, Director, CFO

Mr. Darcel has been a Director of the company since February 17, 2011, and CFO since March 21, 2011. Mr. Darcel graduated in 1985 from the University of Manitoba with a Bachelor of Arts degree and began his career with the Toronto Stock Exchange in 1986. He held positions in the economics and derivative markets departments, including at the Toronto Futures Exchange until he returned to Winnipeg in 1990. He was granted the right to use the Chartered Financial Analyst (CFA) designation in 1994 and has been employed over the past few years with a number of firms as an analyst, director, trading officer, investment counsel, portfolio manager, and in other capacities. He is currently an independent investment research analyst covering publicly traded companies in a number of broad sectors, including natural resources, exploration and development, small energy, and emerging technologies. Mr. Darcel is a Director of Newcastle Minerals Ltd. and Mainstream Minerals Corporation.

Marvin Mitchell, P.Geo

Mr. Mitchell was appointed to the Board of Directors on June 14, 2011. Mr. Mitchell received a degree in geology from the Montana College of Mineral Science and Technology (formerly Montana School of Mines) in 1968 and is a registered professional engineer in the Province of British Columbia. He brings with him over 38 years of experience in the mineral exploration industry, including eight years as exploration manager for the minerals division of Ranger Oil Ltd. Mr. Mitchell has been a Director of several Exchange listed companies over the years.

All geological information provided in this press release, including all information on the Property, has been prepared by Stephen P. Kenwood, P.Geo., a qualified person as defined by National Instrument 43-101 and provided by management of EPL and has not been independently verified by management of the Company.

This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.

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 release which has been prepared by management.

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