Northern Aspect Resources Ltd.

June 01, 2012 17:06 ET

Northern Aspect Resources Ltd. Announces Agreement for Qualifying Transaction and Appointment of Director

CALGARY, ALBERTA--(Marketwire - June 1, 2012) -


Northern Aspect Resources Ltd. (the "Corporation") (TSX VENTURE:NTH.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce that on May 31, 2012, it entered into an option agreement (the "Agreement") with Mike Leahy ("Optionor"), whereby the Corporation has been granted the option (the "Option") to acquire a 100% interest in and to seven (7) mineral claims comprising a project known as the Mike Leahy Property (collectively, the "Property") totaling approximately 544 hectares located in the Larder Lake Mining Division in the Province of Ontario (the "Transaction"). The Optionor is the sole registered and beneficial owner of the Property.

The Corporation is also pleased to announce that, as described below, Mike Sutton has been appointed as a director of the Corporation, subject to the approval of the Exchange.


The Transaction is intended to be the Corporation's "qualifying transaction" as that term is defined in Exchange Policy 2.4 concerning capital pool companies. To date, the Corporation has been a capital pool company with the business of identifying a qualifying transaction. The Corporation has not commenced operations and has no assets other than cash.

The Transaction will be carried out by parties dealing at arm's length to one another and no non-arm's length parties of the Corporation have any direct or indirect interest in the Property. Therefore, the Transaction will not be a Non-Arm's Length Qualifying Transaction as such term is defined in Exchange Policy 2.4. The Corporation does not expect that approval of its shareholders will be required for the Transaction.

Upon completion of the Transaction, the Corporation expects that it will be classified as a Tier 2 mining issuer under the policies of the Exchange and will be engaged in the exploration and development of prospective mineral properties, including the Property. The Corporation expects that it will be an exploration stage company with no producing properties and, consequently, no current operating income, cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on the Property.

Terms of the Transaction

Under the terms of the Agreement, the Optionor has agreed to grant the Option to the Corporation. In order to exercise the Option and keep it in good standing, the Corporation will be required to make total cash payments of $20,000, issue a total of 80,000 common shares of the Corporation ("Common Shares") and incur exploration expenditures of $300,000 as follows:

  1. paying the Optionor $20,000 upon issuance of a Technical Report (as defined in Agreement) that is to the satisfaction of the Corporation, in its sole discretion;

  2. issuing to the Optionor 80,000 Common Shares on the date (the "Closing Date") of the closing of the Transaction (the "Closing");

  3. incurring $200,000 of exploration expenditures on the Property on or before the second anniversary of the Closing Date; and

  4. incurring $300,000 of exploration expenditures on the Property on or before the third anniversary of the Closing Date.

The Corporation intends to use its working capital to make the cash payments required under the terms of the Agreement. The $20,000 cash payment upon issuance of a Technical Report that is to the satisfaction of the Corporation, in its sole discretion, is a non-refundable, unsecured deposit which was paid in accordance with Exchange Policy 2.4.

The Common Shares issuable to the Optionor under the Agreement will be deemed to be issued at a price equal to $0.435 per Common Share. These Common Shares will be subject to a hold period expiring on the date that is four months and one day after the distribution date.

During the term of the Option, the Corporation will have the exclusive right to manage and operate all work programs carried out on the Property in its sole discretion. The Corporation will also be responsible for maintaining the Property in good standing through such time. The Optionor will have the right to access the Property and all data, reports and other information generated by the Corporation with respect to the Property during the period that the Option is outstanding.

Upon satisfaction of the payments, share issuances and $300,000 in work commitments above, the Option will be deemed to be exercised and a 100% undivided interest in the Property will be transferred to the Corporation, free and clear of all encumbrances, subject to a 2% net smelter return royalty (the "NSR") in favour of the Optionor with respect to production of all minerals and ores mined and removed from the Property. The NSR will be payable following commencement of commercial production on the Property. The Corporation may buy-back 1% of the NSR in consideration for payment of $1,000,000 to the Optionor.

Upon completion of the review by the Exchange of the Technical Report, the Corporation will issue a news release announcing detailed information about the Property.

Conditions of Closing

The completion of the Transaction is subject to a number of conditions, including satisfactory completion of the Corporation's due diligence, Exchange approval, obtaining all necessary third party consents including shareholder approval if necessary, the representations and warranties of the Optionor in the Agreement being true at Closing, and the Property satisfying the Exchange's Initial Listing Requirements as set out in Exchange Policy 2.1.


In conjunction with and as a condition to completion of the Transaction, the Corporation would like to announce a non-brokered private placement (the "Offering") of at least 1,555,556 Common Shares and up to 2,222,222 Common Shares at a price of $0.45 per Common Share, for gross proceeds of at least $700,000 and up to $1,000,000. The Corporation intends to use the proceeds of the Offering to fund the acquisition of the Property and to meet its obligations under the Agreement. The Corporation may pay finder's fees in connection with the Offering up to the maximum fees allowable in accordance with the policies of the Exchange. A further news release will be issued by the Corporation if any finder's fees are payable pursuant to the Offering.


The Corporation intends to request that the Exchange grant a waiver of the sponsorship requirements set out in Exchange Policy 2.2. There is however no assurance that a waiver of those sponsorship requirements will be granted.

Officers, Directors and Insiders upon Completion of the Transaction

The Corporation expects that upon completion of the Transaction, the directors and officers of the Corporation will be as follows:

  • Harry Dobson - Chairman of the Board of Directors
  • Brian Hinchcliffe - Director, President and Chief Executive Officer
  • John Thomson - Director, Chief Financial Officer and Corporate Secretary
  • Mike Sutton - Director

For a description of the backgrounds of each of the individuals listed above, other than Mike Sutton, please see the final prospectus of the Corporation dated November 28, 2011 available online under the profile for the Corporation on None of the information in that final prospectus in regards to these individuals (other than Mike Sutton) has changed.


As described above, Mike Sutton has been added to the Board of Directors of the Corporation, subject to the approval of the Exchange.

Mr. Sutton has worked in some of the largest gold camps in the world, including Witwatersrand, Timmins and Kirkland Lake, serving in various capacities related entirely to the exploration and mining of gold. Mr. Sutton was awarded the Prospector of the Year for Ontario for the discovery of the South Mine Complex while he was Chief Geologist and Assistant Manager at Kirkland Lake Gold. Most recently, he guided Vault Minerals as Vice President of Exploration to a takeover by Queenston Mining Inc. Mr. Sutton is currently a director of Galway Resources Ltd., an Exchange listed mining company focused on the exploration of gold and silver in Colombia.

Mr. Sutton is also a member of the Association of Professional Geoscientists of Ontario and has been a member of the PDAC since 1982. Mr. Sutton graduated in 1984 from the University of Toronto, with a Bachelor of Science Degree with Honors in Geology.


The Common Shares are currently halted from trading on the Exchange and will remain halted pending receipt of applicable information by the Exchange and confirmation from the Exchange that the trading halt can be lifted.

Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Corporation's proposed qualifying transaction. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations and includes statements that the Corporation will complete its qualifying transaction, acquire the Property free and clear of all encumbrances, subject to the NSR, satisfy its payment obligations with respect to the Property, use its working capital to make cash payments to the Optionor, and that the directors and officers of the Corporation following completion of the Transaction will be as set forth in this news release. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing of the Transaction may not occur for any reason. Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the refusal of the Exchange to accept the proposed Transaction for any reason whatsoever; (ii) the inability of the parties to obtain approval of any third parties or shareholders, as required; (iii) the inability of the Property to satisfy Initial Listing Requirements (as defined in Exchange Policy 1.1); and (iv) the inability to complete the Offering in whole or in part for any reason whatsoever. Except as required by law, the Corporation does not intend to update any changes to such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance.

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 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.

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 Service 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

  • Northern Aspect Resources Ltd.
    John Thomson
    Chief Financial Officer
    +44 7876 474609
    +44 1828 686817 (FAX)