Kaskattama Inc.

Kaskattama Inc.

November 17, 2010 17:39 ET

Kaskattama Enters into Pre-Merger Agreement with T.B. Mining Ventures Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 17, 2010) - Kaskattama Inc. ("Kaskattama", or the "Company") is pleased to announce that it has entered into a pre-merger agreement with T.B. Mining Ventures Inc., a Capital Pool Company (CPC) ("T.B. Mining") which contemplates the amalgamation of the Company and T.B. Mining. Kaskattama has terminated its negotiations to merge with First Metals Inc. as announced in its press release of November 12, 2010. 

It is anticipated that the transaction will be effected by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of T.B. Mining ("T.B. Subco") to be created will amalgamate with the Company resulting in the amalgamated company becoming a wholly owned subsidiary of T.B. Mining. The Company, T.B. Mining and T.B. Subco will enter into an amalgamation agreement (the "Agreement") pursuant to which Kaskattama shareholders will receive one common share of T.B. Mining for each common share of Kaskattama held. Pursuant to the Agreement, all currently held outstanding options and warrants of the Company will also be exchanged on the same basis for equivalent securities of T. B. Mining. After completion of the transaction, it is expected that T.B. Mining will merge with the amalgamated company and be renamed Kaskattama Inc.

Upon completion of the merger, existing shareholders of the Company will hold 46.6 million shares of T. B Mining (approximately 93% pre-financing), including those held by Everton Resources in connection with the acquisition of the Shoal Lake properties. The shareholders of T.B. Mining will own 3.4 million shares of T.B. Mining (approximately 7% pre-financing). The transaction is subject to acceptance by the TSX Venture Exchange and other regulatory agencies having jurisdiction, as well as approval of directors and shareholders, as applicable, completion of an equity financing of a minimum of $10 million by Kaskattama, and the negotiation of the definitive documentation. It is contemplated that the amalgamation will be completed in Q1 2011. 

Kaskattama is a private company that has entered into an agreement to acquire the Shoal Lake properties of Everton Resources (see press release of September 27, 2010). When the acquisition and merger are completed, the new company expects to have two known Shoal Lake gold deposits, Duport and Cedar Island, near Kenora Ontario. Both projects are brownfields assets with mineral inventories and substantial exploration upside, as described on the Company's web site.

Forward-looking Statements

Some of the statements contained in this release are forward-looking statements, such as the anticipated use of proceeds and closing of the offering estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect the Company's current judgment regarding the direction of the Company's business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggestions herein. Except as required by applicable law, Kaskattama Inc. does not intend to update any forward-looking statements to conform these statements to actual results.

About the Company

Kaskattama is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated under the Business Corporation Act (Ontario) on July 11, 2007. Kaskattama has a mining business development plan targeting undeveloped assets for near term resource development. It has a Canadian focus with preference given to partnerships with First Nations.

Contact Information

  • Kaskattama Inc.
    David Goldsmith
    President Designate