Foxpoint Capital Corp.

December 15, 2011 14:58 ET

Foxpoint Capital Corp. Announces Extension of the Non-Binding Letter of Intent, as Amended, in Connection with a Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - Dec. 15, 2011) -


Foxpoint Capital Corp. ("Foxpoint" or the "Corporation") (TSX VENTURE:FXC.P), a capital pool company, announces that it has agreed to an extension of the non-binding letter of intent dated September 15, 2011, as amended on November 15, 2011 (the "Letter of Intent") with Telegraph Gold Inc. ("Telegraph"), a private company incorporated under the laws of the Province of Ontario, with respect to the proposed acquisition by Foxpoint of all of the issued and outstanding securities of Telegraph. The Letter of Intent has been extended such that it will now terminate upon the earlier of (a) 5:00 p.m., Toronto time, on January 17, 2012; (b) the date of execution of a definitive transaction agreement; or (c) such later or earlier date and time as Foxpoint and Telegraph may agree in writing.

The Corporation is continuing to work on finalizing a definitive agreement with respect to the transaction. During this time it is expected that the Corporation's common shares will continue to remain halted from trading on the TSX Venture Exchange and will remain halted pending satisfaction of the TSX Venture Exchange's requirements. There can be no assurance that trading in the Corporation's common shares will resume prior to the completion of the proposed transaction. The Corporation will provide further details in respect of the proposed transaction in due course by way of press release.

For further information relating to the proposed acquisition, please see the Corporation's press releases dated September 19, 2011 and November 15, 2011.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention and timing of the parties to enter into the definitive transaction agreement. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the Letter of Intent being able to obtain the necessary director, shareholder and regulatory approvals; TSX Venture Exchange policies not changing; completion of satisfactory due diligence; and no unforeseen circumstances with respect to the technical report that would cause delay while the parties rectified deficiencies. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX Venture Exchange, the failure to obtain the required directors' and shareholders' approvals; changes in tax laws, general economic and business conditions; and changes in regulation. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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

Contact Information

  • Foxpoint Capital Corp.
    Fraser Buchan
    President, CEO
    (416) 640-1933