Gideon Capital Corp.

TSX VENTURE : GOL.P


January 06, 2014 14:47 ET

Gideon Capital Corp. Announces Closing of Amalgamation With Bathurst Resources Corp.

TORONTO, ONTARIO--(Marketwired - Jan. 6, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Morgan Resources Corp. (formerly Gideon Capital Corp. ("Gideon Capital") (TSX VENTURE:GOL.P)) ("Morgan Resources"), is pleased to announce the closing of the previously announced three cornered amalgamation (the "Amalgamation") between Gideon Capital, a wholly owned subsidiary of Gideon Capital and Bathurst Resources Corp. ("Bathurst Resources"). Accordingly, Bathurst Resources is now a wholly owned subsidiary of Morgan Resources.

Subject to final approval of the Amalgamation by the TSX Venture Exchange (the "Exchange") as Gideon Capital's Qualifying Transaction, it is anticipated that Morgan Resources will commence trading on the Exchange under the trading symbol "MOR", and will continue to carry on the business of Bathurst Resources.

Concurrently with the completion of the Amalgamation, Gideon Capital changed its name to "Morgan Resources Corp." and its financial year-end to August 31.

Pro Forma Capitalization

Pursuant to the Amalgamation, Morgan Resources issued an aggregate of 15,000,000 common shares to the shareholders of Bathurst Resources, an aggregate of 6,933,604 common shares to purchasers in connection with the closing of the private placement, through All Group Financial Services Inc. ("All Group"), previously announced on July 16, 2013, and 533,332 common shares pursuant to the terms of an option agreement between certain optionors and Bathurst Resources. In addition, Morgan Resources issued broker warrants to All Group exercisable for 115,316 common shares. All securities issued pursuant to the financing are subject to a four-month hold period.

Following the completion of the Amalgamation, 34,966,936 common shares are outstanding, 7,648,920 common shares are reserved for issuance pursuant to outstanding convertible securities and 5,333,326 common shares are reserved for issuance pursuant to contractual obligations. The former Bathurst Resources shareholders own approximately 42.90% of the common shares of Morgan Resources, Gideon Capital shareholders hold approximately 35.75% of the common shares of Morgan Resources and purchasers under the private placement hold approximately 19.83% of the common shares of Morgan Resources. At the closing of the Amalgamation 20,200,000 common shares of Morgan Resources are subject to escrow.

Management of Morgan Resources Corp. (formerly Gideon Capital Corp.)

Pursuant to the Amalgamation, the officers and directors (other than Rick Rogers) of Gideon Capital have been replaced with the following new management team of Morgan Resources:

Raniero Corsini, Chief Executive Officer

Raniero Corsini has been the Managing Director of Paradox Potash Resources Corp. since April 2013. Prior to that, he held the position of Managing Director at Wildlaw Capital Markets Inc. from April 2012 to April 2013 and President, UDP and Director of Monarch Wealth Corp. from June 2009 to December 2011. Mr. Corsini completed the Canadian Securities Course at the Canadian Securities Institute in September 2007 and obtained the designation of a dealing representative by the Ontario Securities Commission in September 2012. Mr. Corsini received a Bachelor degree in business administration from Alliant International University in March 1986.

Carl Di Placido, Director

Carl Di Placido has been a self-employed property manager since June 2007. Prior to that he held the position of President at NWM Mining Corporation from October 1995 to May 2007 and was a self - employed landlord from July 1987 to September 1995.

Raymond Mongeau, Director

Raymond Mongeau has been the Chairman and Director of Paradox Basin Resources Corp. since August 2008. Prior to that, he held the position of President at Morgain Minerals Inc. Mr. Mongeau received his Bachelor of Science in Geology from St. Francis Xavier University.

Philip Kelly, Director

Philip Kelly held the position of President at Poscor Mill Services Corp. from August 2004 to February 2008. Prior to that, Mr. Kelly was the Vice President of Triple M Metal LP from February 2008 to August 2013.

Rick Rogers, Director

Rick Rogers has been a director of Gideon Capital since October 1, 2013 and has been the President of Epic Asset Management Ltd., a private consulting firm, since June 2008. From September 2006 to May 2008, Mr. Rogers acted as an individual consultant. Prior to that, he held the position of Chief Financial Officer at Cymat Technology Ltd. from January 1, 2005 to June 6, 2006. Mr. Rogers obtained a Bachelor of Commerce from the University of Toronto in 1981 and became qualified as a Charted Accountant in 1983.

Chris Carmichael, Chief Financial Officer and Corporate Secretary

Chris Carmichael has been the President of CRIS Inc. since September 2010. Prior to that, he held the position of Chief Financial Officer of GC-Global Capital Corp. from October 2003 to August 2010. Mr. Carmichael obtained a Bachelor degree from the University of Western Ontario in 2006 and became qualified as a Certified General Accountant in 2004.

The Amalgamation was negotiated on an arm's-length basis and involves arm's-length parties. Additional information about Morgan Resources, Gideon Capital and Bathurst Resources and the Amalgamation is available on SEDAR (www.sedar.com).

About Morgan Resources Corp.

Morgan Resources, through its wholly owned subsidiary, Bathurst Resources, is a junior mining exploration company with an option on certain volcanic-hosted massive sulphides properties in Gloucester County, Northern New Brunswick, Canada. Pursuant to two arm's length option agreements, Bathurst Resources obtained the option to acquire a 100% interest in 191 claim units located on 4,202 hectares on three properties in Gloucester County. A technical report dated July 11, 2013 in accordance National Instrument 43-101 (the "NI 43-101 Report") with respect to the properties was prepared by Sears, Barry & Associates Limited for the for the Amalgamation.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Morgan Resources believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Morgan Resources disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

Neither 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.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Morgan Resources. The securities of Morgan Resources have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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