Oceanside Capital Corporation
TSX VENTURE : OCC

September 08, 2011 17:28 ET

Oceanside Capital Corporation Signs Letter of Intent for Proposed Reverse Take-Over and Change of Business Transaction With Pacific Iron Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 8, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES.

Oceanside Capital Corporation (TSX VENTURE:OCC) ("Oceanside") announced today that it has entered into a binding letter of intent dated September 1, 2011 to complete a business combination (the "Transaction") with Pacific Iron Corp. ("Pacific Iron"). Pacific Iron is a private company incorporated under the laws of the Republic of Panama, with interests in a pig iron plant located in Colombia (the "Plant"). Upon completion of the Transaction, the combined entity will carry on the business of Pacific Iron, which is the development and refurbishment the Plant, with operations expected to commence during the first or second quarter of 2012, and will be listed as an industrial issuer on the TSX Venture Exchange.

Transaction Summary

The Transaction will be effected by way of a three-cornered amalgamation, share exchange or similar transaction between Pacific Iron and Oceanside which will result in Pacific Iron becoming a wholly-owned subsidiary of Oceanside (Oceanside after the Transaction being referred to herein as the "Resulting Issuer"). The Transaction is an arm's length transaction and will constitute a reverse take-over and change of business under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "Andean Pacific Iron Corp." or such other name as may be determined by Pacific Iron.

Oceanside currently has 10,400,000 common shares issued and outstanding, as well as 100,000 warrants to acquire common shares.

On August 23, 2011, Pacific Iron completed a brokered private placement led by GMP Securities L.P. pursuant to which it raised approximately US$41.3 million through the issuance of common shares at a price of US$1.00 per share and unsecured debentures which are automatically convertible into common shares immediately prior to the completion of the Transaction at a conversion price equal to $1.00 per Pacific Iron common share. After giving effect to this private placement, Pacific Iron currently has 76,144,821 common shares issued and outstanding as well as debentures automatically convertible (including those issued in connection with the August 23, 20011 brokered private placement) into an aggregate of 25,155,000 common shares of Pacific Iron, representing 101,299,821 issued and outstanding common shares of Pacific Iron on a fully diluted basis. Pacific Iron may also issue an additional 5,000,000 common shares or debentures convertible into an aggregate of 5,000,000 common shares in connection with a second tranche of the brokered private placement (the "Second Tranche") and has reserved the right to undertake an additional financing to close concurrent with the Transaction (the "Concurrent Financing") (See "Financing" below).

Oceanside and Pacific Iron have agreed that each common share of Pacific Iron will be exchanged for one common share of the Resulting Issuer pursuant to the Transaction.

Following the completion of the Transaction (based on the outstanding share capital of each of Oceanside and Pacific Iron as of the date hereof, assuming completion of the Second Tranche but assuming there is no Concurrent Financing), approximately 116,799,821 common shares of the Resulting Issuer will be issued and outstanding. Oceanside shareholders will hold common shares representing approximately 8.9% of the outstanding common shares of the Resulting Issuer following the completion of the Transaction.

The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the approval of the directors of each of Oceanside and Pacific Iron, the approval of the shareholders of Oceanside, the approval of the shareholders of Pacific Iron and the approval of the TSX-V and other applicable regulatory authorities.

The parties intend that the Resulting Issuer will be listed on the TSX-V as an Industrial Issuer following completion of the Transaction. Trading in the common shares of Oceanside will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the common shares of Oceanside will resume prior to the completion of the Transaction. Further details concerning the Transaction, Pacific Iron (including additional financial information and technical information respecting the assets of Pacific Iron) and other matters will be announced if and when a definitive agreement is reached.

Information Concerning Pacific Iron

Pacific Iron is a company organized and existing under the laws of Panama with a Colombian branch. On August 23, 2011, Pacific Iron through its Colombian branch acquired a parcel of land (the "Lot") equal to approximately 12 hectares that is comprised of the Plant, processing/industrial buildings as well as administrative buildings for US$ 9.25 million. The Lot is located 26 kilometres north of Bogotá in Zipaquira (Cundinamarca), Colombia.

Pacific Iron is in the process of finalizing the negotiations of construction agreements relating to the refurbishment of the Plant, on which Pacific Iron expects to expend between US$10 and US$12 million. Following the Plant's refurbishment, Pacific Iron expects to produce initially up to 120,000 metric tonnes of pig iron per year, with the ability to increase production to 400,000 metric tonnes per year. Pacific Iron also intends to undertake studies to further expand the Plant as well as develop and/or acquire neighbouring facilities, with a goal of enabling it to produce up to 1,000,000 metric tonnes of pig iron per year.

Additionally, Pacific Iron is in the process of securing certain iron ore mining concessions covering a total area of approximately 3,500 hectares in the Boyacá and Cundinamarca Departments of Colombia which it may explore and potentially develop in the future with a goal of producing iron internally for the production of pig iron at the Plant.

Selected Pacific Iron Financial Information

As of August 31, 2011, Pacific Iron had approximately US$31 million in cash and commitments of approximately US$14 million (unaudited).

Management and Board of Directors of Resulting Issuer

The board of directors and management of the Resulting Issuer will be nominated by Pacific Iron. Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will include the persons identified below, as well as any other individuals who may be nominated by Pacific Iron.

Luis Guillermo Parra President and Chief Executive Officer and Director

Mr. Parra was President of Acerias Paz del Rio, an integrated steel company in Colombia, from 2006 to early 2011. He also provides consulting services in several areas to the Colombian conglomerate, Organisacion Ardila Lulle. Prior to serving as President for Acerias Paz del Rio, he was the Colombian ambassador to India, as well as the Minister of Agriculture of the Republic of Colombia from 1986 to 1988. He has also sat as President of BASF Andina- Colombia, a chemical company, for five years, and was a consultant to BASF Quimicas. Mr. Parra holds an engineering degree from Texas Tech University and a diploma in food policy from Oxford University.

Michael Davies – Chief Financial Officer

Mr. Davies is a Chartered Accountant (Ontario) and has a Bachelor of Commerce degree from the University of Toronto. Over the last twenty years he has gained extensive international and public company experience in financial management, strategic planning and external reporting. Mr. Davies is the Chief Financial Officer of PetroMagdalena Energy Corp. and Gran Colombia Gold Corp. and has served as the Vice President, Finance for The Clorox Company of Canada. His diverse background also includes senior finance roles with several public companies, including LAC Minerals, IMAX Corporation, Amtelecom Communications, Energentia Resources, Pamour Inc. and Giant Yellowknife Mines.

Peter Volk – General Counsel and Corporate Secretary

Mr. Volk is a lawyer with over 20 years of experience, focusing on the resource sector for the past fifteen years with a number of issuers. Mr. Volk is the General Counsel and Secretary of Gran Colombia Gold Corp., Pacific Rubiales Energy Corp., Pacific Coal Resources Ltd. and PetroMagdalena Energy Corp.

Serafino Iacono Director

Mr. Iacono has more than 20 years' experience founding and financing resource companies and has been a Co-Chairman of the board of directors of Pacific Rubiales Energy Corp. since January 23, 2008. Mr. Iacono is also currently the Executive Co-Chairman and a director of Gran Colombia Gold Corp., Pacific Coal Resources Ltd. and PetroMagdalena Energy Corp. He was a Co-Chairman of the board of directors of Pacific Stratus Energy Ltd. (a predecessor to Pacific Rubiales) from August 21, 2006 to January 23, 2008, and prior to that, was the Chief Executive Officer of Bolivar Gold Ltd., a gold producer, from February 2003 to February 2006.

Miguel de la Campa Director

Mr. de la Campa has over 30 years' experience starting up and financing resource-focused businesses and has served as Co-Chairman of the board of directors of Pacific Rubiales Energy Corp. since January 23, 2008. Previously, he was a Co-Chairman of the board of directors of Pacific Stratus from August 21, 2006 to January 23, 2008, and President and Chief Operating Officer of Bolivar Gold from February 2003 to February 2006. Mr. de la Campa is also currently the Executive Co-Chairman and a director of Gran Colombia Gold Corp., Pacific Coal Resources Ltd. and PetroMagdalena Energy Corp.

Laureano von Siegmund Director

Mr. von Siegmund is a lawyer admitted in Venezuela and New York, with more than 20 years of experience specializing in corporate law, venture capital financing, mergers and acquisitions and mining and natural resource law. Before starting his private practice in Caracas, Venezuela in 1994, Mr. von Siegmund worked at prominent law firms in New York and Caracas. He has participated in several mining and hydrocarbon projects throughout South America and currently is a board member and/or advisor to several companies, including PetroMagdalena Energy Corp. Since 2007, he has centered his practice in Colombia, where he is currently advising companies in the oil and gas and mining sectors.

Juan Antonio Pungiluppi Director

Mr. Pungiluppi is a co-founder, Managing Director and Investment Professional of Teka Capital, an investment management firm dedicated to private equity investments in mid-size companies in Colombia. He was also the former Investment Director and Senior Analyst at Valorem S.A., a Founding Partner and Financial Director of InterMarketX LLC, and a Senior Analyst at Violy, Byorum & Partners in New York. He obtained a degree in Business Administration from CESA Colombia, and also serves as Executive Director of ALAS Foundation, a non-profit organization focused on early childhood development in Latin America.

Jaime Pérez Branger Director

Mr. Pérez Branger has more than 20 years' experience in the financial and industrial sector. At present he is President of a family holding company with interests in ranching, tourism and construction. He is also Managing Partner at NextVentures, a financial advisory firm, and director of LW Securities, a Latin American fund manager and investment bank. Previously, he was a founding partner of Andino Capital Markets, a Latin American investment bank where he was directly responsible for the areas of corporate finance and private equity investments. Mr. Pérez Branger is a graduate of the London School of Economics, where he obtained his Masters degree in Economics. Mr. Pérez Branger is currently a director of Pacific Coal Resources Ltd., Gran Colombia Gold Corp. and PetroMagdalena Energy Corp.

Luis Fernando Jaramillo Director

Mr. Jaramillo has occupied several high positions in the Colombian public sector, serving as Vice President of Colombia from September 1990 to September 1992 and acting as Chairman of the presidential campaigns of President Virgilio Barco and President Cesar Gaviria. He has held several ministerial positions, including Minister of Public Works and Transportation, Minister of Economic Development, Minister of Mining and Energy, Minister of Foreign Affairs and Minister of the Interior. In addition, Mr. Jaramillo has held many diplomatic roles, acting as Ambassador and Permanent Representative of Colombia to the Organization of the United Nations, Chairman of the Colombian Liberal Party and Ambassador Extraordinary and Plenipotentiary to the Kingdom of Spain. In addition to his extensive involvement in the public sphere, Mr. Jaramillo also has considerable experience in the private domain, having been Vice President of Colombia's national airline, Avianca S.A., Chief Executive Officer of Grancolombiana de Ingeniera y Construccin and Vice President of the Inter-American Development Bank. Mr. Jaramillo obtained a degree in Civil Engineering from the National University of Colombia in 1958 and is also a graduate of the London School of Economics.

Miguel Rodriguez Director

Mr. Rodriguez is a business consultant and has been a director of Pacific Rubiales Energy Corp. since January 23, 2008, as well as a Director at D. Societe Financiere in Geneva, Switzerland since February 2010. He was a visiting fellow at the Peter G. Peterson Institute for International Economics from 1987-1988 and was a professor of Economics at the Instituto de Estudios Superiores de Administracion from 1984 to 2006. Mr. Rodriguez holds a Ph.D. in Economics from Yale University and was the Minister of Economics of Venezuela from 1989-1992. In addition to consulting and advisory roles for the public sector, Mr. Rodriguez was previously the President of the Central Bank of Venezuela and served as Governor to the Inter-American Development Bank, the World Bank and the International Monetary Fund. Mr. Rodriguez is currently a director of Pacific Coal Resources Ltd. and Pacific Rubiales Energy Corp.

Mateo Restrepo Director

Mateo Restrepo was Senior Counselor to the President on Economic Recovery, managing the efforts of the Government of Colombia to counteract the negative effects of the economic slowdown of 2008. As Member of the Cabinet, was responsible of leading the government's economic recovery package. Previously, he served as Managing Director of the Inter-American Development Bank 50th Annual Meeting held at Medellin, Colombia in March 2009. In 2004, Mr. Restropo began working at the President's office as an advisor, in charge of the relationship between the Private and the Public sector, in areas such as private public partnership Infrastructure, Transportation, Mining, Oil and gas, Commerce and Trade, Tourism, Housing and water and sewerage, among many other issues. He holds an MPA from Harvard University and is a Mason Fellow from The Kennedy School of Government at Harvard University. He also has a degree in Business Administration from Berkeley College.

Ricardo Lozano Director

Mr. Lozano is the Managing Director of Dominion Estrategia Empresarial in Bogota, and is a former director for the Madrid and Ecuador offices of Proexport Colombia, a former partner with the law firm Lozano Lozano & Abogados Asociados, a former deputy minister of the Colombian Ministry of the Interior and Justice, and the former First Secretary in charge of consular functions of Colombia to the Canadian Government. He is a member of the board of directors of Empresa de Acueducto y Alcantarillado de Bogota, and alternate board member for Empresa de Energia de Cundinamarca and a former board member of the District Institute of Tourism. Mr. Lozano is a Public Law Administrative Specialist and an Attorney from the Colegio Mayor de Nuestra Senora del Rosario in Bogota. Mr. Lozano is currently a director of Gran Colombia Gold Corp.

Financing

In addition to the Second Tranche, Pacific Iron may undertake the Concurrent Financing, however, no final determination has been made in this regard as at the date of this news release.

Sponsorship

The proposed Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted by the TSX-V. Oceanside intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Information Concerning Oceanside

Oceanside was incorporated under the Business Corporations Act (British Columbia) on February 5, 2008 and was formerly a capital pool company under the policies of the TSX-V. Oceanside is a tier 2 mining issuer in the process of exploring the Indata property, located in B.C. The Indata property is located in north central British Columbia north of the regional centre of Fort St. James, BC, with both a lode gold and porphyry copper target. The Indata Project is owned 89.9% by Eastfield Resources Ltd. and 10.1% by Imperial Metals Corporation. Oceanside has an option agreement with Eastfield Resources Ltd. that grants it the option to earn a 60% interest in the Indata property by paying the aggregate sum of $160,000 cash (of which $40,000 has been paid), issuing an aggregate of $120,000 of shares of Oceanside and by expending an aggregate of $2,000,000 on the Indata Property over a three-year period ending on December 31, 2013 (of which $200,000 has been incurred). The property consists of 15 claims covering 3,041 hectares.

Forward-looking statements

This news release contains certain "forward looking statements" including, for example, statements relating to the completion of the proposed Transaction, Pacific Iron's anticipated share capital, anticipated timing of the completion of the refurbishment of the Plant, anticipated production levels at the Plant and the ability of Pacific Iron to complete definitive documentation in respect of certain acquisitions and assets. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability of Pacific Iron to successfully manage the political and economic risks inherent in pursuing business opportunities in Colombia; and the ability of Pacific Iron to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Oceanside and Pacific Iron disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

All information contained in this press release relating to Pacific Iron was provided by Pacific Iron to Oceanside for inclusion herein. Oceanside has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX-V and shareholder approval. 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, as applicable, of Oceanside 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 Oceanside should be considered to be highly speculative.

The Exchange 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

  • Pacific Iron Corp.
    Peter Volk
    General Counsel and Corporate Secretary
    (416) 362-7735

    Oceanside Capital Corporation
    David Schmidt
    President & CEO
    (778) 373-0341