Kensington Court Ventures Inc.

May 01, 2012 09:00 ET

Kensington Court Ventures Inc. Closes Purchase of 100% of Stronghold Brasil Mineracao Ltda. from Stronghold Metals Inc. ("SMI")

Raises $600,000 to Complete Its Qualifying Transaction and Resume Trading

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 1, 2012) - Kensington Court Ventures Inc. ("Kensington" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that effective April 30, 2012 it has closed its Qualifying Transaction by acquiring (the "Acquisition") all of the issued and outstanding shares of Stronghold Brasil Mineraçäo Ltda. ("SBM") and by completing a brokered financing (the "Financing") through Canaccord Genuity Corp by selling 4 million Units of the Company for gross proceeds of $600,000. Each Unit comprises one common and one share purchase warrant entitling the holder to purchase an additional share for up to three years at a price of $0.20 per share.

SBM currently holds a 100% interest in the Tucuma gold project (the "Tucuma Property") which consists of 6 mineral concessions covering a total of 11,456.31 hectares located in the Carajas metallogenic province in the state of Para, Brazil.

The Acquisition and Financing constitute Kensington's "qualifying transaction" (the "QT") under the policies of the Exchange and is more particularly described in the Company's Filing Statement dated January 27, 2012, filed on SEDAR. Consequently, Kensington now becomes a Tier 2 mining issuer on the Exchange.

Kensington acquired all of the issued and outstanding shares of SBM in exchange for the issuance to SMI of 16,300,000 common shares of Kensington, the payment (previously paid) of $100,000 and the grant to SMI of a 2% net smelter returns royalty on production from the Tucuma Property. SBM is now a wholly-owned subsidiary of Kensington.

Financing

Prior to the QT, there were 6,858,000 common shares of Kensington issued and outstanding. In conjunction with the QT, Kensington completed a brokered private placement raising gross proceeds of $600,000 by the issuance of 4,000,000 units (the "Units") at a purchase price of $.15 per Unit. Each Unit consists of one common share and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire an additional common share of Kensington at an exercise price of $.20 per common share exercisable at any time until three years from the date of the closing of the QT. The proceeds of the private placement together with Kensington's current working capital will be used to finance an exploration program on the Tucuma Property and for general working capital purposes. In conjunction with the Financing, Kensington issued Canaccord Genuity Corp. a corporate finance fee consisting of 300,000 common shares.

Kensington now has 28,058,000 common shares issued and outstanding of which SMI holds an aggregate of 16,300,000 common shares representing approximately 58% of the Company's issued and outstanding shares on a non-diluted basis. In accordance with the policies of the Exchange, the shares issued to Stronghold were issued as "value securities" and deposited in escrow, with 10% released immediately and 15% releasable every six months for the balance of the 36 month escrow term.

Directors, Officers and Insiders of Kensington Following the QT

Concurrently with the closing of the QT, Messrs Greg Andrews and Gordon Alteman resigned as directors of Kensington and 3 new directors have joined the Board. The new directors and officers are nominees from Stronghold. The following are brief biographies of the directors and officers of Kensington on completion of the QT:

Geoff Hampson, President and Chief Executive Officer and Director

Mr. Hampson has been involved as the founder, CEO and Chairmen of the Board of many public and private companies in a wide variety of industries over the last 32 years. He has been the CEO of Corelink Data Centers LLC, a Chicago based colocation provider, Peer 1 Network Enterprises Inc (TSX:PIX) an internet infrastructure and managed services company, Live Current Media Inc., (OTCBB:LIVC), an e-commerce business and Fibrox Technologies Ltd., a manufacturer of synthetic mineral fibre. In addition, he is and has been a director and officer of a number of other reporting issuers including Cricket Capital Corp., Pacific Rodera Energy Inc., International Samuel Exploration Corp and Cymat Technologies Ltd.

Albert Wu, Chief Financial Officer

Mr. Wu is a certified Management Accountant and he received his Bachelor of Commerce Degree in 1969 and his MBA in 1971, both from the Chinese University of Hong Kong. In the last twenty five years, Mr. Wu has been working with public companies in providing accounting and management services on a part-time basis. He is currently the CFO of Stronghold Metals Inc., Silver Lake Resources Ltd., Urastar Energy Inc. and Pacific Imperial Mines Inc., all of which are public companies listed on the TSX Venture Exchange.

Ioannis (Yannis) Tsitos, Chairman of the Board and Director

Mr. Tsitos, MSc., is the President and Chief Executive Officer of Stronghold Metals Inc. He has over 25 years experience in the Mining Industry, having spent 19 years with BHP Billiton group. He holds a B.Sc degree in Physics from the University of Athens and a Master's degree in Applied Geophysics and Geology from the University of Birmingham, U.K. Mr. Tsitos brings to the Company a wealth of knowledge and extensive experience in the mining sector focused on exploration and development and is well-known in the Canadian and international exploration communities. He has been instrumental in the identification, negotiation and execution of more than 50 exploration agreements with juniors, majors, as well as with state exploration and mining companies. He is a member of the Association for Minerals Exploration British Columbia and Prospectors and Developers Association of Canada. He is currently Interim Chairman of the Board and a director of First Bauxite Corporation.

Larry Van Hatten, Director

From May 2005 to June 2010, Mr. Van Hatten was a partner of Ernst & Young LLP, leading its Vancouver assurance practice until announcing his retirement in June 2010. Prior to May 2005, Mr. Van Hatten was the managing partner of Ellis Foster, Chartered Accountants, a Vancouver-based firm that merged into Ernst & Young LLP in May 2005. From June 2002 to May 2006, Mr. Van Hatten was a director of Saxon Oil Company (TSX VENTURE:SXN), an international oil and gas company engaged in the acquisition, development and production of oil and natural gas reserves. Mr. Van Hatten also served on the board of the BC Children's Hospital Foundation, which he chaired from 1996 to 1999.

Mr. Van Hatten received his Chartered Accountant designation in 1975 and his Fellow Chartered Accountant designation in 2009. In 2010, he completed the academic requirements for the Directors Education Program.

Larry Timlick, Director

Since August 2004 until 2009, Mr. Timlick had been a consultant with Triplet Management. Mr. Timlick has over 23 years of technical sales and marketing experience, of which 13 years were spent with Cisco Systems Canada as Regional Western Manager and Mr. Timlick opened offices in Vancouver, Calgary, Edmonton, Regina and Winnipeg. He has also held management positions with AT&T Canada and Telex/Tulsa Computer Products. Mr. Timlick joined Aruba Networks in August 2009 as a Territory Manager. From September 2006 to December 2008, Mr. Timlick was a director and the Corporate Secretary of Stage Capital Inc. (now known as Trueclaim Exploration Inc.), formerly a capital pool company which completed its Qualifying Transaction in December 2008. Since June 2005, Mr. Timlick has been a director of CounterPath Solutions Inc. (OTC Bulletin Board), a software developer for telecom and Internet service providers.

Luis Bizzi, Director

Dr. Bizzi is a Brazilian/Italian professional geologist and Certified Investment Analyst with over 25 yrs experience in minerals exploration and business development in South America. His academic credentials include a PhD from the University of Cape Town in South Africa, an MBA from Fundação Getulio Vargas in Brazil and editing of the book "Geology, Tectonics and Mineral Resources of Brazil" in 2003. He has extensive experience in minerals exploration throughout South America. He was the Exploration Manager for South America for BHP Billiton and Technical Director for South America for De Beers / Anglo American. He was also formerly the Director of Geology and Mineral Resources at CPRM - the Brazilian Geological Survey and has been a Senior Consultant at BNDES - the Brazilian Development Bank.

Tucuma Gold Project

SBM, which is a private Brazilian company, holds title to 6 mineral concessions which make up the Tucuma Property. The Tucuma Property comprises a total of 11,500 hectares and is located in the State of Para, Brazil.

Historically, the Tucuma Property has produced significant quantities of gold from small scale mining by artisanal miners. The Tucuma Property represents an excellent opportunity to explore for both sheer hosted economic gold vein mineralization and for gold-copper systems of the IOCG type.

The Tucuma Property is located within the Carajas metallogenic province which is part of the Amazon Craton. The province is one of the premier mining districts in Brazil.

Part of the Tucuma Property has been previously explored by Highgrade Ventures, Brasilca Mining, a Teck - Inco Joint Venture and by Codelco. There is a large data base of geological, geochemical and geophysical exploration data over the region and the Tucuma Property. Only a few of the numerous identified targets have been tested by past diamond drilling programs.

As a condition of the QT, Kensington has granted to Stronghold a 2% net smelter returns royalty (the "NSR Royalty") from the production of minerals from the Tucuma Property, subject to Kensington's right to purchase the NSR Royalty from Stronghold for $1,500,000, which right is exercisable at any time.

Principals' Share Transfer.

In conjunction with the Qualifying Transaction, existing and former directors of Kensington have sold an aggregate of 950,000 common shares in the capital of the Company to Mr. C. Geoffrey Hampson. These shares are subject to a Principals Share Escrow Agreement. 600,000 of these shares were derived from options exercised by directors.

Options

Kensington intends to grant incentive stock options to directors and officers of the Company that will entitle the holders to purchase common shares in the capital of the Company up to a total not to exceed 10% of the Company's outstanding shares. The exercise price of the stock options will be $0.15 per common share and the options will have a term of 5 years from the completion of the QT. The grant of the stock options is subject to regulatory and Exchange acceptance.

Resumption of Trading

In accordance with Exchange policy, upon the completion of the QT, the shares of Kensington will be reinstated for trading upon the filing of final post- closing documentation with the Exchange.

Early Warning Report

Pursuant to the terms of a Share Purchase Agreement dated August 3, 2011 as amended October 28, 2011, January 6, 2012 and April 18, 2012, SMI acquired 16,300,000 shares (the "Shares") of the Company at a deemed price of $0.10 per Share.

Currently, SMI beneficially owns the Shares of the Company, representing approximately 58% of the issued and outstanding voting securities of the Company.

SMI has advised the Company that there is no agreement, arrangement, commitment, or understanding with respect to the voting of any of its securities of the Company. The Shares were acquired for investment purposes and SMI may increase or decrease its beneficial ownership or control depending on market or other conditions.

As required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues, SMI has filed an early warning report (the "Early Warning Report") and issued a news release regarding its acquisition of the Shares. A copy of the Early Warning Report and news release may be found on www.SEDAR.com.

ON BEHALF OF THE BOARD

C. Geoffrey Hampson, Chief Executive Officer

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.

Contact Information

  • Kensington Court Ventures Inc.
    Geoff Hampson
    Chief Executive Officer
    604-806-0916
    604-806-0956 (FAX)