Oakham Capital Corp.
NEX BOARD : OKM.H
TSX VENTURE : OKM.H

January 28, 2015 19:34 ET

Oakham Announces Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 28, 2015) - Oakham Capital Corp. (NEX:OKM.H) ("Oakham" or the "Company") announces that it has entered into a mineral property purchase and sale agreement with each of 9019-5504 Quebec Inc. and Raymond Wladichuk (collectively the "Vendors") dated January 28, 2015 pursuant to which the Company will purchase all of the Vendors' interests in those 13 mining claims located in the Province of Québec known as the Frederikson Properties (the "Transaction").

Oakham is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange"), trading on the NEX board of the Exchange (since July 31, 2013). The Transaction is intended to serve as Oakham's "qualifying transaction" in accordance with Exchange Policy 2.4. The Transaction is an arm's length transaction and, as such, will not be subject to Oakham receiving shareholder approval. Upon completion of the Transaction, Oakham will be listed as a Tier 2 Mining Issuer on the Exchange.

The Frederikson Property (or the "Property")

The Frederikson Property is located in the Labrador Trough, Quebec, Canada. The Property consists of 13 contiguous claims totaling 642.1 hectares located 42 kilometers northeast of Schefferville (Quebec).

The Property hosts the polymetallic sediment-hosted Cu-Zn-Pb-Ag-Au Frederickson Lake NW occurrence which has historical estimates of 279 400 tons grading 0.77% copper, 4.38% zinc, 42.17 g/t silver and 0.69 g/t gold, and which has potential for resources expansion. No qualified person has done sufficient work to classify the historical estimate as a current mineral resource or mineral reserve; and the Company is not treating the historical estimate as current mineral resources or mineral reserves. The historic estimates are based on an official communication between Labrador Mining and Exploration Ltd, and Ministère des Ressources Naturelles du Québec dated October 1977. The potential quantity and grade is conceptual in nature, there has been insufficient exploration to define a mineral resource, and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

The Frederickson-NW occurrence includes two conformable lenses of polymetallic massive sulfides hosted in black mudstone belonging to the Menihek Formation. In addition to the main massive sulfide horizon, a second highly altered sulfide-rich horizon located 20m under the first one remains to be tested.

The Frederickson-NW occurrence was last explored in 1956 when a campaign of 1,513 meters of diamond drilling was carried out. In 1984, the Ministère des Ressources Naturelles carried out a regional helicopter-borne Mag-EM survey. This survey reveals a direct lateral continuity of the mineralized horizon on both sides. In addition, multiple geophysical targets remain untested throughout the Property.

The prospective Menihek Formation extends for more than 160km by 10km and hosts various base and precious metals associated with exhalative massive sulfides. In the Labrador Trough, such occurrences have economic potential because of their relatively high metal grades and the fact that the occurrences occur in laterally extensive sedimentary formations. This type of occurrence shows potential due to similarities in context with the Zn-Pb-Cu deposits of the Bathurst-Newcastle camp in New Brunswick.

Proposed Transaction

Oakham has agreed to acquire the Property in consideration of:

1. issuing 11,000,000 common shares to the Vendors, such shares to be subject to such resale restrictions as required in accordance with Exchange policies and applicable securities legislation; and

2. granting to the Vendors a 2% net smelter returns royalty from all production from the Property of which one-half (1%) may be re-purchased for $500,000; and the remaining half (1%) may be re-purchased for $1,000,000.

Completion of the Transaction is subject to a number of conditions precedent, including, but not limited to:

a) Acceptance of the Transaction by the Exchange;

b) Change of Oakham's board of directors and officers (as described below);

c) Completion of a private placement of at least $750,000 (the "Financing") comprising of a combination of flow-through units ("FT Units") at $0.12 per FT Unit and non-flow-through units ("NFT Units") at $0.10 per NFT Unit. Each FT Unit will consist of one flow-through common share and one-half share purchase warrant ("Warrants") with each full Warrant exercisable at $0.20 per share for a period of 12 months. Each NFT Unit will consist of one common share and one Warrant.

d) Change of the corporate name to such new name as is acceptable to the new board of directors of the Company.

There can be no assurance that the Transaction and the concurrent Financing will be completed as proposed, or at all.

The Company is preparing a Filing Statement disclosing details of the Transaction; and the same will be posted to SEDAR at closing.

Directors and Officers

Upon completion of the Transaction, the current directors and officers of Oakham will resign, and the following persons will be appointed:

  • François Goulet M.Sc. Geology, Chief Executive Officer and Director
  • Joseph Del Campo, Chief Financial Officer, Corporate Secretary and Director
  • Raymond Wladichuk, Director

It is also anticipated that one or more additional directors will be added on closing. Such appointments will be announced as identified.

Biographies of the proposed directors and officers are provided below:

François Goulet

Mr. Goulet has solid experience on the international level. For many years, he acted as Project Manager in tropical and Nordic settings directing advanced projects, among others leading a team to the discovery of a 2M-ounce gold deposit in the Dominican Republic. He was closely involved in financing and bringing to production the Zgounder Silver mine in Morocco. He is also the founder and President of Goulex Inc., providing geological consulting expertise for several junior and major Canadian mining companies, and teaches exploration mining methods and metallogeny at the university level. Mr. Goulet holds a master degree in geology from UQAM and is a member of the Ordre des géologues du Québec

Joseph Del Campo

Mr. Del Campo holds Chartered Professional Accountant (CPA) and Certified Management Accountant (CMA) designations. He began his career with Falconbridge Limited and spent over 19 years working within the Falconbridge group of companies at progressive financial positions, including Controller and Treasurer of Falconbridge Dominicana, a ferronickel operation in the Dominican Republic; and Falconbridge Gold Corporation, a gold mining company with operating mines in Africa and Timmins, Ontario. Over the past 20 years, Joseph has been a Director and Vice President, Finance and Chief Financial Officer (CFO) of a number of junior exploration companies listed on the TSX and TSX Venture Exchange, and is the former CFO of First Nickel Inc.

Raymond Wladichuk

Mr. Wladichuk is currently a geologist for one of the world's largest engineering firms. Starting his career in the junior sector gained him experience in mineral exploration, development, production, and investor relations. As an entrepreneur he has helped to build and brand a number of early stage junior companies. In addition to a B.Sc. in Earth Sciences from Simon Fraser University, Ray has taken numerous graduate-level business and management courses.

Waiver of Sponsorship

It is Oakham's intention to rely upon an available exemption from the sponsorship requirements pursuant to the policies of the Exchange.

Qualified Person

François Goulet is a Qualified Person under National Instrument 43-101, and has reviewed and approved the technical information provided in this news release.

Kamouraska Property

In addition, the Company advises that it is not proceeding with the purchase of the Kamouraska Property located in Quebec, Canada, as described in the Company's News Release dated August 8, 2014.

ON BEHALF OF THE BOARD

David Patterson, CEO and Director

COMPLETION OF THE TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT NOT LIMITED TO, EXCHANGE ACCEPTANCE. 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 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 OF 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

  • Oakham Capital Corp.
    David Patterson
    CEO and Director
    (604) 683-0564