Kenna Capital Corp.

February 09, 2012 10:56 ET

Kenna Announces Mining Claims Acquisition as Qualifying Transaction

SASKATOON, SASKATCHEWAN--(Marketwire - Feb. 9, 2012) - KENNA CAPITAL CORP. (TSX VENTURE:MMG.P) (the "Corporation" or "Kenna"), a capital pool company, is pleased to announce that it has entered into a binding purchase and sale agreement (the "Agreement") dated February 9, 2012 regarding the acquisition of all rights, title and interests held by BEC International Corp. in copper, gold and silver prospects at Elizabeth Lake, Saskatchewan (such property and interests are collectively referred to as the "Property"). The acquisition of the Property will be Kenna's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange"). The vendor of the Property is BEC International Corp., a privately held Saskatoon-based corporation (hereinafter, the "Vendor"). Mr. William MacNeill, a resident of Saskatoon, Saskatchewan, is the principal shareholder of Vendor.

Pursuant to the Agreement, as consideration for the acquisition of the Property, the Corporation has agreed to issue an aggregate of 1,000,000 common shares to the Vendor at an ascribed price of $0.12 per share, to pay $50,000 in cash consideration to the Vendor and to grant the Vendor a two percent (2%) Net Smelter Royalty, to a maximum amount payable of $5,000,000. A finder's fee is payable to an arm's length party upon closing of the Qualifying Transaction, which will be paid by the issuance of 75,000 common shares of Kenna at a deemed price of $0.12 per share.

Kenna currently has an aggregate of 7,338,600 common shares issued and outstanding, together with 733,860 stock options and 279,480 agent's options (issued in connection with its initial public offering). It is expected that upon closing of the Qualifying Transaction, the outstanding share capital of Kenna will consist of 8,413,600 common shares, 733,860 stock options and 279,480 agent's options. Kenna does not presently anticipate completing any further financings concurrent with the closing of the Qualifying Transaction, as it anticipates having sufficient capital to complete the first phase of its expected exploration plan (which is described further below). Kenna's cash on hand as at the date hereof is approximately $740,000.

The proposed Qualifying Transaction is not a "non-arm's length qualifying transaction" within the meaning of Policy 2.4 of the Exchange and, as such, shareholder approval is not required, unless otherwise determined by the Exchange.

A Filing Statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at no less than 7 business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to: the satisfaction of the initial listing requirements of the Exchange; Exchange approval of the Qualifying Transaction; a satisfactory due diligence review by Kenna; receipt of a report completed in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"); completion or waiver of sponsorship; and the approval of the board of directors of Kenna.

Kenna intends to apply to the Exchange for a waiver from the requirement to retain a Sponsor in connection with the Qualifying Transaction, but there is no assurance that such waiver will be granted.

The common shares of the Corporation will remain halted pending receipt by the Exchange of certain required materials from the Corporation. The Corporation will issue a further press release upon finalization and filing of the aforementioned report pursuant to NI 43-101.

The Property

The Elizabeth Lake Property is located in the Northern Mining District of Saskatchewan, approximately 26 kilometres north of the town of La Ronge. The Vendor currently holds a 100% interest in four mining claims on the Property (S-107490, S-107491, S-110862 and S-111801), totalling 825 hectares. There are no encumbrances on the Property or the Vendor's interest. The Property is centered at 476, 100 mE and 6,131,000 mN (UTM: NAD 83, zone 13) or latitude: 55° 19' 30" N and longitude: 105° 22' 35" W. The Property is underlain by Paleoproterozoic metasediments and metavolcanics of the Glennie Domain. The rocks on the claims consist of biotiteschists and gneisses that have been intruded by granitoids bodies and pegmatitic dykes. Copper-silver mineralization occurs in the biotiteschists. The mineralization is believed to represent a sheared and metamorphosed Besshi type volcanogentic deposit. A considerable amount of exploration has been conducted since the discovery of copper on the Property in 1967. This includes 36 drill holes, basic geological mapping, geochemical sampling programs, as well as a series of airborne and ground geophysical surveys. During the past 36 months, expenditures totaling approximately $81,000 were incurred on the Property.

Kenna has engaged Amerlin Exploration Services Ltd. ("Amerlin") to complete a report in accordance with NI 43-101. That report will include a proposed budget for the exploration and development of the Property. Based on the Vendor's preliminary assessments of the Property and the Corporation's discussions with Amerlin, it is anticipated that the first exploration phase will consist of a four-hole drill program to test known geophysical targets and that the budget for completion of this phase will be approximately $360,000. It is expected that the Corporation will be able to cover the costs of this program with its existing resources, but should the phase one budget be greater than this amount, the Corporation may need to obtain further financing.

Carl G. Verley, P.Geo. is the Qualified Person pursuant to NI 43-101 who has reviewed and approved the technical contents of this news release.

Proposed Management

Kenna's current board and management will continue with the Corporation upon completion of the Qualifying Transaction. Accordingly, the directors of the Corporation upon closing of the Qualifying Transaction will be Corey Giasson, Todd Lahti, Steve Halabura, Nigel Lees and Shane Shircliff. Mr. Giasson will continue to serve as President and Chief Executive Officer and Mr. Lahti will serve as Chief Financial Officer and Corporate Secretary. The following are brief descriptions of the current directors and officers that will, collectively, continue to bear management responsibility for the Corporation upon completion of the Qualifying Transaction:

Corey J. Giasson, MBA, B.Sc. – President, CEO & Director. Mr. Giasson is the President, Chief Executive Officer and a Director of the Corporation. Mr. Giasson has been President, CEO and Director of Rallyemont Energy Inc., a private Saskatchewan corporation that is focused on heavy oil exploration, since its inception in July of 2009. Since August of 2008, Mr. Giasson has also served as an independent consultant to a group of companies and projects. The companies included PanWestern Energy Inc. (TSXV), Infrastructure Materials Corp. (OTCBB), and Anglo Potash Ltd. (TSXV) formerly Anglo Minerals Ltd. (TSXV). Prior thereto, from May of 2007 until July of 2008, Mr. Giasson served as the Vice President, Business Development and Investor Relations for Anglo Potash Ltd, which, was in a joint venture with BHP Billion Diamonds Inc. ("BHP") and in 2008 was acquired by BHP for $284 million. Prior thereto, from August of 2005 until April of 2007, Mr. Giasson was employed by PotashCorp, the world's largest fertilizer company, where he held the title of Manager, Market Research. He received his MBA from the University of Saskatchewan, where he also received a B.Sc. in Agriculture Economics.

Todd L. Lahti, CFA, CA – CFO, Corporate Secretary & Director. Since August of 1997 Mr. Lahti has evaluated and managed a number of startup companies in the biotechnology, agricultural and oil and gas sectors, working directly on financing transactions, mergers and acquisitions, corporate strategy, business development, technology transfer and operations set up. Prior to this, he was Treasurer of PartnerRe Ltd., one of the largest reinsurance companies in the world, from November of 1993 until February of 1998. There he participated in large international mergers and acquisitions and financing initiatives and had responsibilities in investment management, investor relations, capital management and financial operations. He has closed over forty mergers and acquisitions, financing and licensing transactions totaling over USD $3.2 billion. Mr. Lahti obtained his Chartered Accountant designation in 1990 and his Chartered Financial Analyst designation in 1995.

Steve P. Halabura, P.Geo., F.E.C. (Hon.) – Director. Mr. Halabura attended the University of Saskatchewan in Saskatoon where he studied geology and engineering, prior to obtaining a B.Sc. in Geology (Honours) in 1980, and a M.Sc. in Geology in 1983. He obtained his Professional Geoscientist designation in 1997 and is registered as a Professional Geoscientist in the provinces of Alberta, Saskatchewan, Manitoba, and Ontario. He is also an honorary Fellow of Engineers Canada. In 1984, Mr. Halabura founded North Rim Exploration Ltd., a geoscience consulting company, which provides advisement in the potash, industrial and sedimentary minerals sectors. In November 2009, Mr. Halabura sold North Rim and presently is founder, President and CEO of Concept Forge Inc., a private company specializing in identifying, quantifying, and monetizing stranded resource commodities present in Saskatchewan. Mr. Halabura began his career as a petroleum geologist with Petrocanada Inc. where he worked from June of 1980 to May of 1983. He is directly involved in the petroleum business as co-founder, shareholder, and chairman of Rallyemont Energy Inc. and Admiralty Oils Ltd. In addition, Mr. Halabura sits on numerous boards, including 49 North Resources Inc., a TSX Venture Exchange listed resource fund that invests in the mining and oil and gas sectors in Canada, DEEP Earth Energy Production Inc., Nexxt Potash Inc. and Pilot Energy, Inc.

C. Nigel Lees – Director. Mr. Lees has over 25 years experience in the investment banking industry in Canada and the United Kingdom and is the past founder and director of TVX Gold Inc., which merged with Kinross Gold in 2003. Since January of 1980 he has acted as the President of C.N. Lees Investments Limited, a private investment and consulting company and President and Chief Executive Officer of SAGE Gold Inc., a public precious metals exploration company listed on the Exchange.

Shane W. Shircliff, MBA, B.Comm. – Director. Mr. Shircliff has extensive experience in acquisitions and divestitures being directly involved in deals worth over $1.0 billion. Mr. Shircliff studied economics prior to completing a Bachelor of Commerce degree with majors in Finance and Economics and a Masters of Business Administration from the University of Saskatchewan. Mr. Shircliff currently serves as Chief Operating Officer and a Director of Westcore Energy Ltd., a mining exploration company whose shares are listed and posted for trading on the TSX Venture Exchange. Mr. Shircliff previously worked at Cameco Corp., the world's largest uranium producer, from October of 1998 until July 2011, where he most recently served as the director of corporate development and power generation. Prior to joining Cameco, Mr. Shircliff was a commercial account manager with HSBC from October of 1996 to October 1998.

Other Information

Completion of the Qualifying 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 Qualifying 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.

Except for statements of historical fact relating to the Corporation, the information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release

Contact Information

  • Kenna Capital Corp.
    Corey Giasson
    President, Chief Executive Officer and a Director
    (306) 244-4417
    (306) 651-1931 (FAX)

    Kenna Capital Corp.
    Todd Lahti
    Chief Financial Officer, Corporate Secretary and a Director
    (306) 651-1930
    (306) 651-1931 (FAX)