Georgetown Capital Corp.

Georgetown Capital Corp.

October 07, 2010 18:05 ET

Georgetown Capital Corp. Announces Option Agreement for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 7, 2010) - Georgetown Capital Corp. (TSX VENTURE:GET.P) ("Georgetown" or the "Company") is pleased to announce that it has entered into an agreement (the "Agreement") with Full Metal Minerals USA Inc., a wholly owned subsidiary of Full Metal Minerals Ltd. ("Full Metal") (TSX-V:FMM), dated October 6, 2010 which grants the Company's Alaskan subsidiary an exclusive right to acquire a 60% undivided beneficial interest in the Tanacross mineral property in Alaska (the "Tanacross Property") (the "Proposed Transaction"). Upon Georgetown earning its 60% interest, the parties will form a joint venture whereby each party must proportionately contribute to future programs or be diluted to a net profits interest.

Georgetown is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and the Proposed Transaction with Full Metal will constitute the Company's "Qualifying Transaction" in accordance with Exchange Policy 2.4. Upon completion of the Proposed Transaction, Georgetown expects to be listed as a Tier 2 Mining Issuer pursuant to the minimum listing requirements of the Exchange.

The Qualifying Transaction is not considered to be a Non-Arms Length Transaction under the policies of the Exchange; accordingly, approval of the Proposed Transaction by Georgetown's shareholders will not be required.

The Property

The 13,079 hectare Tanacross Property is comprised of multiple claim groups copper-gold-molybdenum porphyry systems in east-central Alaska. During 2007 to 2009, Full Metal and BHP spent $750,000 jointly to explore these targets using airborne geophysics, ground-based IP surveys, soil sampling grids and geological mapping. This work identified multiple drill targets that Georgetown and Full Metal will drill test during the 2011 season.

Terms of the Proposed Transaction

Pursuant to the Agreement, Full Metal will grant an exclusive option to earn a 60% undivided beneficial interest in the Property by incurring cumulative expenditures of US$4,000,000, Georgetown issuing the common shares in its capital to Full Metal and by paying Full Metal the cash amounts as provided in the table below:

On or Before   Cumulative Expenditures by   Georgetown Share Issuances   Georgetown Cash Payments
On signing           $25,000
TSXV Approval       50,000   $25,000
October 1, 2011   US$500,000   150,000   $50,000
October 1, 2012   US$1,000,000   250,000   $50,000
October 1, 2013   US$2,000,000   250,000   $50,000
October 1, 2014   US$4,000,000       $50,000

Georgetown may accelerate the above payments at anytime and thereby exercise the option early. If approval is not obtained within 90 days of signing either party may thereupon terminate this agreement on 10 days written and unless the Exchange is obtained within such 10 days this agreement shall lapse and the initial cash payment of US$25,000 shall be forfeited.

The Financing

Georgetown intends to complete an equity financing to raise up to CDN$1,500,000 (the "Private Placement") concurrent with the closing of the Proposed Transaction by way of a non-brokered private placement at an intended price of CDN $0.55 per share. Georgetown may pay finder's fees on the Private Placement in accordance with the policies of the Exchange, and applicable securities laws. The net proceeds of the Private Placement will be used to fund the acquisition of the Option and other costs associated with the Qualifying Transaction, the work program recommended on the Tanacross Property, maintenance of the Tanacross Property and to provide general working capital.


The director and officers of the Company will change upon completion of the Qualifying Transaction with the exception of Ivan Bebek, who will remain a director and Tony Ricci who will remain Chief Executive Officer of the Company.

The following is a brief summary of the proposed directors and officers:

Tony Ricci - Chief Executive Officer and Director

Tony Ricci is a chartered accountant with over 20 years of practice experience, mainly with public companies listed on Canadian and U.S. stock exchanges. Mr. Ricci is currently CFO of Keegan Resources Inc. (TSX: KGN, NYSE: KGN). He was formerly a director and CFO of Norsemont Mining Inc., and CFO of both Petaquilla Minerals Ltd. and Petaquilla Copper Ltd., companies with a combined market capitalization approaching $1 billion. He is also a former director and officer of various other listed companies and was formerly with KPMG and AMEC Engineering Inc.

Ivan Bebek – Director

Mr. Bebek has spent the last 10 years financing premier junior resource companies and has been instrumental in the raising of significant risk capital for exploration companies. Mr. Bebek has experience in foreign negotiations and acquisitions and has developed a very strong international financial network. His ability to structure and position strategic financial partners has helped lead the companies he has been associated with to great success. Mr. Bebek also sits on Keegan Resources Inc.'s advisory board where he has been instrumental in arranging all of Keegan's financings.

Shawn Wallace - Director

Mr. Wallace has spent the last 20 years as a consultant to many successful junior mining companies where he was instrumental in building first class mining exploration and development projects. Currently, Mr. Wallace is Executive Chairman and Director of Keegan Resources Inc. His particular expertise in corporate development, finance and international mining deal structure and M&A activity will be instrumental in guiding the Company forward.

Daniel McCoy - Director

Mr. McCoy obtained his PhD at the University of Alaska and has worked extensively in the exploration sector for over 22 years and has wealth of experience in Nevada, Alaska and Canada. He has explored for most prominent types of gold deposits, including Carlin-type, intrusion-related, epithermal, and Archaen greenstone systems. Mr. McCoy was employed at Placer Dome where he coordinated acquisitions and field programs for Placer's Nevada generative exploration office. Mr McCoy is currently the Chief Geologist for Keegan Resources Inc.

On completion of the transaction, Hani Zabaneh, Mark Newman and Jeff Berwick will be resigning from their roles as directors and Mark Newman will be resigning from his role as Chief Financial Officer. The Company wishes to thank these individuals for their diligent service to the Company.

Also, pursuant to escrow share purchase agreements, Mr Wallace will be purchasing 400,000 shares from Hani Zabeneh, 500,000 shares from Jeff Berwick and 100,000 from Mark Newman for a total of 1,000,000 shares at $.05.


Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless an exemption from the sponsorship requirement is available. Georgetown intends to apply to the Exchange for an exemption from the sponsorship requirement. There can be no assurance that the exemption will be granted. In any event, an agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Trading Halt

In accordance with Exchange policies, Georgetown's common shares are currently halted from trading and will remain so until the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange. The Georgetown common shares may remain halted until completion of the Qualifying Transaction.

Conditions for Completion

Trading of the common shares of Georgetown has been halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction.

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 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 or accuracy of this release.

Contact Information

  • Georgetown Capital Corp.
    Ivan Bebek
    (604) 683-8193
    (604) 683-8194 (FAX)