Investissements St-Pierre inc.

May 02, 2007 15:09 ET

Investissements St-Pierre Inc. Annonces its Qualifying Transaction and a Private Placement of Up to $4,000,000


Investissements St-Pierre Inc. ("St-Pierre "), a capital pool company (TSX VENTURE:INP.P), of which 6,200,000 common shares are issued and outstanding, wishes to announce the terms and conditions of an agreement in principal entered into on January 26, 2007 and amended of March 30, 2007 (the "Agreement in Principal") providing for the acquisition of seven (7) mining exploration properties totalling 396 mining claims situated in the belt of green rocks of Abitibi, in North-West Quebec (the "Properties"), of which the major one is the Kinojevis property. The acquisition of the Properties by St-Pierre (the "Qualifying Transaction") shall constitute its Qualifying Transaction for the purposes of Policy 2.4 of the TSX Venture Exchange Inc. (the "Exchange"). The activities of the resulting issuer shall consist of mining exploration. The Qualifying Transaction has been negotiated between parties dealing at arm's length and shall not be subject to the approval of the shareholders of St-Pierre. The completion of the Qualifying Transaction shall be subject inter alia to the completion of a private placement for a minimum of $1,500,000 and up to a maximum of $4,000,000, as more fully hereinafter described.

St-Pierre shall amend, subject to the completion of the Qualifying Transaction, its corporate name for "Ressources Cartier Inc." and the relevant required approvals have been obtained at an Annual and Special Meeting of St-Pierre held in Montreal on April 11, 2007.

Jean Descarreaux of Val-d'Or, Quebec, Mathieu Piche of Val-d'Or, Quebec and Miniere Grayton Inc., a private company, incorporated under Part IA of the Companies Act (Quebec), wholly-owned by Philippe Cloutier of Val-d'Or, Quebec (collectively the "Vendors") are the undivided owners of the Properties.

Valuation of the Properties

Pursuant to the Agreement in Principal, St-Pierre has agreed to acquire a 100% interest in the Properties in consideration of the issuance of a total of 2,200,000 common shares of St-Pierre at a price of $0.45 a share to be allowed as follows:

Miniere Grayton Inc.: 850,000 common shares
Mathieu Piche: 550,000 common shares
Jean Descarreaux : 800,000 common shares
Total : 2,200,000 common shares

St-Pierre and the Vendors have agreed on a valuation of the Properties at $990,000.

No fee is payable to the Vendors with respect to this Qualifying Transaction.

Private Placement

St-Pierre shall complete an issuance of units pursuant to a private placement of a minimum of $1,500,000 and up to a maximum of $4,000,000 concurrently with the completion of the Qualifying Transaction. The price of the offered units shall be $0.50 each. Each unit shall consist of one (1) common share and one-half (1/2) share purchase warrant. A whole share purchase warrant may be exercised at $0.70 per share for a period of 24 months from the closing of this financing.

Its is anticipated that most of the private placement will be carried out jointly by Desjardins Securities Inc. ("Desjardins") and Pacific International Securities Inc. ("Pacific") and that a portion will be non-brokered and carried out by St-Pierre. The portions attributable to Desjardins, Pacific and St-Pierre will be disclosed upon the completion of the Qualifying Transaction and concurrent closing of the private placement.

It is expected that the resulting issuer shall use the proceeds from the private placement to carry out exploration work on the Kinojevis, Bapst, Dieppe-Collet, Lac Castagnier, Dalquier et Lamorandiere properties, on new projects, for its general administrate expenses and for its working capital.

Desjardins shall be entitled (i) to a commission equal to 7% of the gross proceeds of the private placement (excluding of the proceeds obtained from the units placed through Pacific and St-Pierre and with the exception of the subscriptions received from certain identified investments funds through Desjardins, for which the later shall receive a reduced commission equal to 2.5%); (ii) an option entitling to acquire such number of shares of St-Pierre equal to 8% of the number of units issued units this private placement (with the exception of units placed through Pacific at a price of $0.70 a share for a period of 24 months following the closing of the private placement; (iii) corporate finance fees of $10,000 (plus taxes); (iv) reimbursement of its all of pocket expenses up to a maximum of $3,000; (v) reimbursement of the fees of its legal counsel estimated between $12,000 and $15,000 (plus taxes and disbursements). As Pacific is concerned, it shall be entitled: (i) to a commission equal to 7% of the gross proceeds from the private placement of units placed through it and (ii) to an option entitling to acquire such number of shares of St-Pierre equal to 8% of the number of units placed through Pacific.

All securities issued pursuant to the private placement will be subject to a restricted period of 4 months and one day from the closing date of the private placement.

Halt trading of St-Pierre

The board of directors of St-Pierre has decided that the shares of St-Pierre shall not be trading before the completion of the Qualifying Transaction.

Share capital of St-Pierre and stock options

Presently, St-Pierre has 6,200,000 common shares issued and outstanding. St-Pierre is not a party to an agreement providing for the issue of shares, share purchase warrants or any other convertible securities into shares with the exception of an option granted to Desjardins at the time of the initial public offering of St-Pierre entitling to subscribe for 400,000 common shares of St-Pierre at a price of $0.25 per share expiring on December 28, 2008. Moreover, on December 14, 2006, St-Pierre granted options to its directors entitling them to subscribe for 350,000 common shares of St-Pierre at a price of $0.25 per share expiring on December 14, 2011.

The Properties

The Kinojevis property is situated between Val-d'Or and Amos in Abitibi and is comprised of 299 contiguous claims. The property straddles the eastern portion of the Destor-Porcupine fault. The latter lies parallel to the Larder Lake-Cadillac fault and is roughly 20 kilometres north of the Doyon, Bousquet and Laronde mines.

The McCormack gold showing is situated in the western portion of the Kinojevis property. The showing is characterized by an extensive alteration system related to the Destor-Porcupine fault. Recent sampling of the outcrops have returned 7,89 g/t Au and 19,1 g/t Ag within carbonate and fuchsite alteration zones. The showing is comparable to those known along the western portion of the Destor-Porcupine fault, and shows metallogenic characteristics particular to those found in the vicinity of the Kerr-Addison and Harker-Holloway deposits in Ontario.

The Bapst property is situated 67 kilometers west of Matagami and is comprised of 16 contiguous claims.

The Dieppe-Collet property is situated 72 kilometers north of La Sarre and 7 kilometres west of the road linking La Sarre and Selbaie and is comprised of 31 claims.

The Lamorandiere property is situated 37 kilometers northeast of Amos and is comprised of 11 claims.

The Lac Castagnier property is situated 22 kilometers northwest of Amos and is comprised of 20 claims.

The Dalquier property is situated 15 kilometers north of Amos and is comprised of 9 claims.

The Dollier property is situated 32 kilometers southeast of Chibougamau and is comprised of 10 contiguous claims.

The board of directors after the Qualifying Transaction

The board of directors of St-Pierre, following the Qualifying transaction will be comprised of Philippe Cloutier, Jean Descarreaux, Mario Jacob, Daniel Masse and Jean Carriere.

Philippe Cloutier, P.Geo, President and Chief Executive Officer

Philippe Cloutier, P.Geo is a graduate of the University of Montreal (B.Sc. Geology 1988) and has over 19 years of experience in the mining exploration and development business. Mr. Cloutier was most recently Vice President Exploration for Alexis Minerals Corp., and has previously worked for industry leaders such as Noranda Inc., Aur Resources Inc., and Soquem. Mr. Cloutier has had a discovery-oriented career. He played a lead role in the discovery and delineation of the Bell-Allard South Cu-Zn Mine in Matagami, Quebec. More recently, as V.P. Exploration for Alexis Minerals Corp., he was involved in the discoveries of the Montbray and West Ansil VMS Deposits located in Rouyn-Noranda, Quebec. Throughout his career, Mr. Cloutier has gained a vast experience in deep drilling ( greater than1000m) techniques, Borehole Pulse EM geophysical targeting, Titan24 surveying, and geochemical/geological interpretation with respect to Gold and Copper-Zinc Volcanogenic Massive Sulphide Deposits. He serves as member of the Order of Geologist professional inspection committee, is a director of the Quebec Mineral Exploration Association (QMEA), and is a director of the Chamber of commerce of City of Val-d'Or, Quebec.

M. Jean Descarreaux, PhD, P.Geo, Director

Dr. Descarreaux is a graduate of the University of Montreal (B.Sc. 1964 and M.Sc. 1967) and University Laval (Ph.D. 1970). His thesis was entitled "Geochemistry of the volcanic rocks of the Abitibi". Dr. Descarreaux has 42 years of experience in the mining exploration and development business. Throughout his career, he was consultant to junior and major mining and exploration companies throughout Canada and overseas. He has played instrumental roles in the discovery of gold and base metal deposits (respectively the Golden Pond and Estrades deposits in the Casa Berardi area, Quebec). Dr. Descarreaux has been praised and rewarded by the geoscientific community for the development of innovative lithogeochemical exploration tools. He was a founding member of Claude Resources Inc. (1980) and instrumental in developing several exploration companies. Mr. Descarreaux has held various positions on industry related and public organizations such as the Quebec Prospectors Association (1977-78, now the Quebec Mineral Exploration Association (QMEA)), the Prospectors and Developers of Canada (PDAC, 1978 to 1984), member of the board of directors of Montreal and McGill Universities Mineral Exploration Research Institute (1984 to 1986), and recently as a member of the board of directors (2001 to 2006) of SIDEX (Diversification of Exploration Investment Partnership). Dr. Descarreaux is an independent prospector since 1998.

Mario Jacob, LLB, Director

Mario Jacob is president and director of Maximus Capital Inc., a consulting company in business financing and corporate reorganization. He is a lawyer and a member of the Quebec Bar since 1995. He is also director and corporate secretary of Power Tech Corporation Inc. and Demcap Investments Inc., a capital pool company. Mr. Jacob is a Director of Virginia Mines Inc. He is a director of Virginia Mines Inc. Mr. Jacob was president and director of Dufort Capital Inc., a capital pool company, now called Groupe Odesia Inc. following its qualifying transaction. Mr. Jacob was director and secretary of Les Investissements Rasa Inc., another capital pool company now called Fortsum Inc. and of SLC Capital Inc. now called Conporec Inc. He was Vice-President and director of LBJ Partenaires Inc., a private management company from October 2000 to October 2004. He was also an associate of Flynn, Rivard avocats from January 1996 to October 2000. He was the Corporate Secretary of Ressources Plexmar Inc. from January 2002 to February 2005 and of Lyrtech Inc. from August 2000 to June 2001.

Daniel Masse, Adm.A., Director

Mr. Masse is a graduate of Laval University with a B.Sc Actuarial Science (1989) and a certificate in financial administration (1990). Mr. Masse provides the board with financial analysis expertise through his profession as president of DM Actuariat Inc. (actuarial service in personal injury damages) and Groupe Financier Masse Inc. (financial services firm). Mr. Masse is a member of the Ordre des administrateurs Agrees du Quebec, the Institut Quebecois de planification financiere, the Regroupement des consultants en avantages sociaux du Quebec and the Autorite des marches financiers. Mr. Masse has also held various positions on public organizations such as Val-d'Or's Chamber of commerce (president from 2004 to 2006), Federation des chambres de commerce du Quebec (director from 2004 to 2006), the Foundation for the Val-d'Or Hospital (president from 2000 to 2000 and secretary from 1999 to 2000).

Jean Carriere, LLB, Director

Jean Carriere is a corporate strategy advisor to emerging Canadian-based companies operating in a vast array of business sectors. A member of the Quebec Bar since 1996, Mr. Carriere began his career as an associate specializing in commercial and corporate law, initially with the firm of Guy & Gilbert and then with the firm of Legault, Joly Thiffault. In February 1999, he joined Bell ActiMedia Inc., a wholly-owned subsidiary of BCE, initially serving as its Legal Counsel responsible for many activities pertaining to strategic alliances, electronic marketing, electronic commerce and privacy law, among others. In January 2002, Mr. Carriere was named Director of Corporate Development and Strategic Alliances for Bell Interactive. He is a graduate of Concordia University, where he obtained a Bachelor of Arts degree in Political Science in 1990 and a Master of Arts degree in Public Policy and Public Administration in 1992, and of the University of Ottawa where he obtained his degree in Civil Law (LL.L) in 1995.

The main officers of St-Pierre (Ressources Cartier Inc., following the corporate name change), following the Qualifying Transaction, will be Mr. Philippe Cloutier (President and Chief Executive Officer) and Mr. Jean-Yves Laliberte (Chief Financial Officer).

M. Jean-Yves Laliberte graduated with a bachelor's degree in Accounting from l'Universite du Quebec en Abitibi-Temiscamingue in 1985, and is a member of the Order of Chartered Accountants of Quebec since 1988. From 1995 to 2006, he was vice-president finances for Richmont Mines Inc., a mining operator, from 1994 to 2006, accountant with the Societe miniere Louvem Inc., an exploration company. Since March 2006, he is a consultant for several companies and acts as CFO for Scorpio Mining Corporation and Ressources Pershimco Inc.

Conditions the completion of the Qualifying Transaction

The completion of the Qualifying Transaction is subject to, more particularly, the completion of a private financing of a minimum of $1,500,000 and a maximum of $4,000,000, to the resulting issuer fulfilling the minimal listing requirements of the Exchange and to the obtaining of the consent from the Exchange. There is no guaranty that the Qualifying Transaction shall be completed and that it in fact will be completed as originally anticipated.

Investors must know that with the exception of the information provided for in the listing statement to be drafted for the Qualifying Transaction, the information published or received with respect to the Qualifying Transaction may not all be accurate or complete; consequently, the investors shall not rely on same. The trading of the securities of a capital pool company must be considerate as highly speculative.

The Exchange has not expressed an opinion on the merits of the proposed Qualifying Transaction, and has neither approved or disapproved the content of this press release.

The foregoing information related to the Properties is based only on information provided to St-Pierre by the Vendors of the Properties. St-Pierre has done no investigation allowing it to confirm the truthfulness of this information. The potential quantities and grades herein before mentioned are hypothetical, the exploration carried out up to now not being sufficient to define mineral resources. There is no certainty that a more extensive exploration could establish the presence of mineral resources.
The Exchange has not expressed an opinion on the merits of the proposed Qualifying Transaction and has not approved or disapproved of the content of the present press release.

The prospectus of Investissements St-Pierre Inc. may be consulted on the Web Site of SEDAR at the following address:

The Exchange does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Investissements St-Pierre Inc.
    Mario Jacob
    Secretary-treasurer and Director
    418-694-3491 (FAX)