SOURCE: Fargo Capital Corp.

March 15, 2007 15:16 ET

Fargo Enters Into Agreement to Acquire B.C. Nickel Projects

VANCOUVER, BC -- (MARKET WIRE) -- March 15, 2007 -- Fargo Capital Corp. (TSX-V: FGO.P) ("Fargo") -- Fargo is pleased to announce that it has entered into an agreement dated March 12, 2007 to acquire Pacific Coast Nickel Corp. ("PCNC"), a private B.C. company developing the Big Nic nickel project in British Columbia (the "Transaction").

Pursuant to the Transaction, Fargo will issue to the shareholders of PCNC an aggregate of 17,525,000 common shares at a deemed price of $0.40 per share. The Transaction is not a non-arm's length transaction pursuant to the policies of the Exchange.

Concurrently with the closing of the Transaction, Fargo will undertake a partially brokered private placement to raise $2,680,000 through the sale of 4,200,000 common shares at a price of $0.40 per share and 2,000,000 flow-through common shares at a price of $0.50 per flow-through share (the "Concurrent Financing"). Finder's fees or commissions may be paid in connection with the Concurrent Financing in amounts to be determined, but which will be in accordance with the policies of the TSX Venture Exchange (the "TSX-V") and with market practice. The Concurrent Financing will close at the time of and will be conditional upon the closing of the Transaction.

The Transaction will constitute Fargo's "Qualifying Transaction" as such term is defined in TSX-V Policy 2.4, and upon completion, will result in the listing of Fargo as a Tier 2 Mining Issuer. At the close of the Transaction, Fargo intends to change its name to Pacific Coast Nickel Corp. or to a similar name reflecting its focus on the PCNC nickel projects.

Finder's fees may be payable on all or a portion of the Concurrent Financing or the Transaction.

About PCNC

PCNC is a private B.C. company involved in the exploration of the Big Nic nickel project located just north of Hope, British Columbia. The property covers 120 square kilometres and is adjacent to the former Giant Mascot nickel mine, currently owned by Barrick, which produced 58 million lbs of nickel and 29 million lbs of copper, with cobalt, platinum and palladium credits. The Big Nic project is prospective both for Giant-Mascot-style massive sulphide mineralization as well as basal and margin style bulk-tonnage targets. Numerous targets have already been prioritized at Big Nic.

The proposed management upon completion of the transaction includes Micheal Sweatman as President and CEO and Murray McLaren as Vice President and Director. Mr. Sweatman is a Chartered Accountant with 20 years' experience as director or officer of TSX/TSX-V companies. He is currently the CFO of Marifil Mines Limited and Run of River Power Inc. Mr. McLaren is a Professional Geologist with 30 years' experience in exploration. Significant accomplishments include Covenant Resources which acquired El Condor Resources and the Kemess deposit, the rediscovery of the Boleo Copper-Cobalt deposit and as well as numerous other deposits and prospects. Mr. McLaren has been involved in the discovery and development of several properties including a tungsten producer and a silica producer, both in British Columbia.

Proposed directors include Michael Elson, BSc, the president of Northern Natural Resource Services, a mining exploration and environmental consulting firm. He has founded a number of junior exploration companies and is currently President of Saturn Minerals Inc. John Kerr, P.Eng, is a proposed board member who currently acts as a consultant on mining and exploration projects. His track record includes the discovery of two significant ore deposits in Newfoundland and a 900,000 oz gold deposit in Nevada. Damien Reynolds, a proposed board nominee, has over 23 years of experience in the mining industry. He has been responsible for raising over $220 million in the last 30 months and is Chairman and CEO of Longview Capital Partners Incorporated, a merchant bank with a particular focus on the natural resource sector.

Following the closing of the Transaction, all existing directors and officers of Fargo will resign in favour of the above nominees of PCNC.

Longview Capital Partners Incorporated ("Longview"), of which proposed board member Damien Reynolds is CEO and a director, is an insider, being a holder of more than 10% of the issued and outstanding share capital, of each of PCNC and Fargo. Longview currently holds approximately 11.6% of the issued and outstanding shares of Fargo and approximately 32% of the issued and outstanding shares of PCNC. Following completion of the Transaction, Longview will hold approximately 25.2% of the issued and outstanding shares of Fargo. Longview is a Tier 1 Investment Issuer listed and posted for trading on the TSX Venture Exchange.

All information provided in this press release related to PCNC has been provided by management of PCNC and has not been independently verified by management of Fargo.

On Behalf of the Board of Fargo Capital Corp.,

"Robert Dzisiak"
President and CEO
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.

Golden Securities Capital Ltd., subject to completion of satisfactory due diligence, has agree to act as sponsor in conjunction with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transactions or the likelihood of completion.

Contact Information

  • For more information:
    Joe Charland
    (604) 681-5755