Raystar Capital Ltd.

June 21, 2013 18:00 ET

Raystar to Purchase 100% Interest in the Point Leamington Project, Newfoundland

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 21, 2013) -


Raystar Capital Ltd. ("Raystar" or the "Company") (TSX VENTURE:RYA.H) is pleased to announce that the Company has agreed to purchase a 100% interest in the Point Leamington Zn-Au-Ag-Cu massive sulphide deposit (the "Project") located in north-central Newfoundland, Canada from Calibre Mining Corp. ("Calibre") (TSX VENTURE:CXB).

The purchase of the Project (the "Transaction") will form the basis for the Company's reactivation from the NEX board of the TSX Venture Exchange (the "Exchange") to Tier 2 on the Exchange. Completion of the Transaction is subject to a number of conditions, including, without limitation, completion of the Private Placement (as defined below) and receipt of all regulatory approvals, including approval of the Exchange.

Transaction Terms

Raystar and Calibre have executed a Purchase and Sale Agreement dated June 20, 2013 which outlines the proposed terms by which Raystar will acquire the Project. As consideration for the Project, Raystar has agreed to issue 1,000,000 common shares and pay $250,000 to Calibre on closing of the Transaction. Calibre will also retain a 0.5% net smelter return royalty on production from the Project, which can be purchased by Raystar at any time after closing for $1,000,000.

Point Leamington Massive Sulphide Deposit, Newfoundland

The Project is comprised of a mining lease covering 263 hectares which contains the Point Leamington Zn-Au-Ag-Cu massive sulphide deposit. The Point Leamington deposit was discovered by Noranda in 1971 and is located 70 kms northwest of Gander and 37 kms north of the town of Grand Falls in north-central Newfoundland. The Project is situated in a low-lying swampy area and is accessible via snowmobile in winter via an 8 km logging road connecting the Project to Highway #1, or directly via helicopter from Gander. The Project is well located with respect to access to tidewater.

Tetra Tech Inc. ("Tetra Tech") of Sudbury, Ontario, Canada has completed the Point Leamington Inferred Resource Estimate at a cut-off grade of 4.0% ZnEq, of 14,100,000 tonnes grading 1.86 % Zn, 0.42% Cu, 0.02% Pb, 1.07 g/t Au and 17.12 g/t Ag (6.15% ZnEq) containing 577 million lb zinc, 130 million lb copper, 6.2 million lb lead, 484,000 oz Au and 7,755,000 oz Ag as outlined in the table below:

Point Leamington Massive Sulphide Deposit, Newfoundland
2013 Inferred Mineral Resource Summary
ZnEq % Tonnage Zn Cu Pb Au Ag ZnEq
Cutoff t % % % g/t g/t %
4.0 14,100,000 1.86 0.42 0.02 1.07 17.12 6.15
  1. CIM definition standards were followed for the resource estimate.
  2. The 2013 resource models used Inverse Distance grade estimation within a three-dimensional block model with mineralized zones defined by wireframed solids.
  3. A base cutoff grade of 4.0 % ZnEq was used for reporting resources.
  4. Densities varied by rock type and ranged from 2.6 for the volcanics to 3.7 for the massive sulphides.
  5. Numbers may not add exactly due to rounding.
  6. Zinc Equivalent (ZnEq) calculated using $0.94/lb for Zinc, $1.00/lb for Lead, $3.69/lb for Copper, $1380 /oz Au for gold and $22.73/oz Ag for silver and metallurgical recoveries and net smelter returns are assumed to be 100%.
  7. Mineral Resources that are not mineral reserves do not have economic viability.
  8. The quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.

The Resource Estimate was prepared by independent qualified person Todd McCracken, P. Geo. of Tetra Tech. The mineral resource estimate is based on the combination of geological modeling, geostatistics and conventional block modeling using the Ordinary Krig methodology of grade interpolation. The mineral resources were estimated using a block model with parent blocks of 10m X 10m X 10m. The geological model including mineralized intercepts was generated by Tetra Tech.

The Tetra Tech Resource Estimate also evaluated the Point Leamington Deposit at a range of cut off grades between 3.0 % and 8.0 % ZnEq. Results are as follows;

ZnEq % Tonnage Zn Cu Pb Au Ag ZnEq
Cutoff T % % % g/t g/t %
3 19,367,000 1.63 0.37 0.02 0.95 15.42 5.42
4 14,093,000 1.86 0.42 0.02 1.07 17.12 6.15
5 9,669,000 2.11 0.46 0.02 1.22 18.55 6.91
6 6,184,000 2.36 0.50 0.02 1.41 19.76 7.72
7 3,460,000 2.69 0.52 0.02 1.68 21.32 8.70
8 2,038,000 3.02 0.51 0.02 1.95 23.09 9.58

Tetra Tech 's resource estimate for Point Leamington is based on drill core assay results from a total of 77 holes totaling 24,152 metres of drilling completed by Noranda (1971-1997), Rubicon Minerals Corporation (1999-2000) and Calibre (then TLC Ventures - 2004). Statistical and geostatistical analysis was completed on the total database to assess the characteristics and distribution of zinc, gold, copper lead, and silver values across the deposit. Variograms were generated for zinc, gold, copper and silver and search parameters established for grade interpolation using kriging.

The Point Leamington mineralized zone is a volcanogenic massive sulphide system consisting of a series of massive sulphide bodies and associated sulphide stringer hanging wall zones. The model has also incorporated a set of post mineral faults and porphyry dykes.

A two phase, $2.5 million success contingent work program has been recommended by Tetra Tech. The first phase consists of 1,400 metres of additional diamond drilling, metallurgical testing, and surveying at a cost of $400,000. The second phase, contingent on the success of phase 1, consists of 12,000 metres of additional drilling, metallurgical testing, additional technical studies, and surveying at a cost of $2,100,000. A National Instrument 43-101 technical report is being prepared and will be filed in the next 45 days.

The Point Leamington resource estimate data in this news release was read and approved by Todd McCracken, P.Geo. of Tetra Tech, who is independent of Raystar and a Qualified Person ("QP") as defined by Section 1.5 of National Instrument 43-101.

Private Placement

Concurrently with the Transaction, Raystar will undertake a non-brokered private placement (the "Private Placement") of 23,333,334 units (the "Units") at a price of $0.15 per Unit for gross proceeds of $3,500,000. Each Unit will consist of one common share and one-half of a transferable share purchase warrant (the "Warrants"). Each full Warrant is exercisable for a period of two years at a price of $0.30. There is no finder's fee payable in connection with the Private Placement.

All securities issued in the Private Placement will be subject to a statutory hold period expiring four months and one day after closing of the Private Placement. Completion of the Private Placement is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the Exchange.

The Company intends to use the proceeds of the Private Placement to advance the Point Leamington Project and for general working capital purposes.

Upon completion of the Transaction and the Private Placement, Raystar will have 50,190,374 common shares issued and outstanding and a working capital position of approximately $4,000,000.

None of the securities sold in connection with the Private Placement will be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

New Management and Board of Directors

Also concurrently with the Transaction, Mr. Edward Farrauto will resign as President, Chief Executive Officer and Chief Financial Officer and Mr. Danny Lee and Mr. Crea Garrett will resign as directors of the Company.

Upon completion of the Transaction, Mr. Douglas Forster, M.Sc., P.Geo. will be appointed President and Chief Executive Officer, Mr. Blayne Johnson will be appointed Senior Vice President, Business Development, and Mr. Paulo Santos, CA will be appointed Chief Financial Officer and Corporate Secretary of the Company. The board of directors of the Company will be comprised of Mssrs. Forster and Johnson as well as Lukas Lundin, Randall Oliphant, Douglas Hurst and Edward Farrauto.

Raystar would like to thank Mssrs. Farrauto, Lee and Garrett for their contributions to the Company.

Biographies of the new management team and board of directors of Raystar are as follows:

Lukas Lundin, Director: Mr. Lundin graduated from the New Mexico Institute of Mining and Technology (Engineering). Throughout his career he has been responsible for various resource discoveries, including the multi-million ounce Veladero gold deposit in Argentina that was subject to a $300 million takeover by Homestake in 1999. Mr. Lundin has also led numerous companies through very profitable business acquisitions and mergers including the $7.1 billion sale of Red Back Mining Inc. in 2010. Mr. Lundin sits on the board of a number of publicly traded companies and is currently Chairman of Lundin Mining Corporation, a base metal producer, and Denison Mines Corp, a uranium exploration and development company.

Randall Oliphant, Director: Mr. Oliphant has been involved as senior management and/or founder of many successful, rapidly growing gold mining companies. From 1999 to 2003 he was President and Chief Executive Officer of Barrick Gold Corporation, the largest gold producer in the world. In 2009, as Chairman of Western Goldfields Inc., he oversaw the successful $315 million sale of the company to New Gold Inc. Since 2009 Mr. Oliphant has been Executive Chairman of New Gold Inc. where he has rapidly grown the company into a mid-tier gold producer through the acquisition of producing mines as well as a pipeline of high quality development stage gold projects. Mr. Oliphant is a Chartered Accountant and is currently on the Advisory Board of Metalmark Capital LLC and serves on the boards of WesternZagros Resources Ltd. and Franco-Nevada Corporation.

Douglas Hurst, Director: Mr. Hurst has over 25 years' experience in the mining/resource sector having acted as geologist, mining analyst and senior executive since 1987. Mr. Hurst holds a Bachelor of Science in geology from McMaster University (1986). During the 1990's Mr. Hurst was a mining analyst with McDermid St. Lawrence and Sprott Securities and later as a contract analyst with Pacific International and Octagon Capital. From 1995 to 2003, Mr. Hurst was a mining consultant offering corporate, evaluation and financing services to the mining sector. Mr. Hurst was a founding Executive/Director with International Royalty Corporation which was sold to Royal Gold Inc. in 2010 in a transaction valued at approximately $700 million. Doug currently serves as the Chairman of Selkirk Power Company Ltd., a private hydro development company.

Blayne Johnson, Senior Vice President Business Development and Director: Mr. Johnson has been involved in the investment community for the past 27 years. As a Vice President of First Marathon Securities he played a key role in providing institutional financing to junior resource companies. During his tenure at the firm, First Marathon participated in over $5 billion of equity financings for natural resource companies. His work at First Marathon involved equity and debt financings as well as mergers and acquisitions. Since 1996 he has managed his own investment and real estate portfolios and has been as active investor in the mining sector. He is currently Chairman of Featherstone Capital Inc.

Douglas Forster, President, Chief Executive Officer and Director: Mr. Forster has been associated with the mining industry for over 30 years as a geologist, senior executive, director and company founder. He holds a B.Sc. (1981) in geology and a M.Sc. (1984) in economic geology from the University of British Columbia, Canada. Mr. Forster has extensive experience in resource project development, mergers and acquisitions, equity finance and public company management and has founded numerous companies listed on North American Stock Exchanges. Mr. Forster was a founder of Terrane Metals Corp. that was acquired by Thompson Creek Metals Co. Inc. in 2010 for $700 million and a director of Potash One Inc. that was acquired by K+S Aktiengesellschaft in 2011 for $434 million. He is a registered member of the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Forster sits on the board of a number of publicly traded companies and is currently President and CEO of Featherstone Capital Inc. a private, natural resource investment company.

Edward Farrauto, Director: Mr. Farrauto is a Certified General Accountant and has 20 years' experience as a senior financial officer in private and public companies. His experience encompasses financial and regulatory compliance and public company management. Mr. Farrauto has been directly responsible for overseeing private placement financings, prospectus filings, reverse takeovers and merger and acquisition transactions. He has extensive experience with U.S. filings including SEC clearance and reporting issuers.

Mr. Paulo Santos, Chief Financial Officer, Corporate Secretary: Mr. Santos is a Chartered Accountant with over 10 years' experience in accounting, auditing and regulatory compliance. Mr. Santos has worked in public practice as an auditor, focusing his area of interest in public companies in the junior resource and technology sectors. He is currently CFO of Calibre Mining Corp. where he previously held the position of corporate controller.

Name Change

On completion of the Transaction, Raystar proposes to change its name to Newmarket Gold Inc.

Stock Options

Concurrent with the closing of the Transaction, the Company will grant up to 2,000,000 stock options to new directors, officers and employees of Raystar at $0.20 per share, or such greater price as may be required by the Exchange, with an expiry date of five years.

No stock options will be granted to Mssrs. Lundin, Oliphant, Johnson or Forster at this time.


Edward Farrauto, President, Chief Executive Officer and Chief Financial Officer

Neither 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.

Completion of the Transaction is subject to a number of conditions including Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that 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 Raystar Capital Ltd. should be considered highly speculative.

The TSX Venture 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.

Cautionary Note Regarding Mineral Resource Estimates

Investors should not assume that any of the inferred resource disclosed herein will ever be upgraded to a higher category of mineral resource or to mineral reserves and that any or all of the inferred mineral resource exist or is or will be economically or legally feasible to mine.

The disclosure herein uses mineral resource classification terms that comply with reporting standards in Canada and the disclosure of mineral resource estimates are made in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects that are considered material to the issuer.

All resource estimates contained herein are based on the definitions adopted by CIM and recognized under NI 43-101. These standards differ significantly from the mineral reserve disclosure requirements of the U.S. Securities and Exchange Commission set out in Industry Guide 7. Consequently, resource information contained in this press release is not comparable to similar information that would generally be disclosed by U.S. companies in accordance with the rules of the SEC. The SEC's Industry Guide 7 does not recognize mineral resources and US. companies are generally not permitted to disclose mineral resources in documents they file with the SEC. Investors are specifically cautioned not to assume that any part or all of the mineral resources disclosed above will ever be converted into SEC defined mineral reserves. Further, "inferred mineral resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules estimates of inferred mineral resources generally cannot form the basis of an economic analysis.

Forward-Looking Statements

Certain statements herein may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements or information appear in a number of places and can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements and information include statements regarding the Transaction, the Private Placement, the Resource Estimate, the timing of exploration programs and filing of technical reports and the Company's exploration plans and exploration results with respect to the Project. With respect to forward looking statements and information contained herein, we have made numerous assumptions, including assumptions about mineral prices, cut-off grades, metallurgical recoveries, operating and other costs and technical assumptions used in the estimate. Such forward-looking statements and information are subject to risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Such risks include discrepancies between actual and estimated mineral resources, subjectivity of estimating mineral resources and the reliance on available data and assumptions and judgments used in the interpretation of such data, speculative and uncertain nature of gold exploration, exploration costs, capital requirements and the ability to obtain financing, volatility of global and local economic climate, share price volatility, estimate gold price volatility, changes in equity markets, increases in costs, exchange rate fluctuations and other risks involved in the mineral exploration industry. There can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not assume that any of the inferred resource will ever be upgraded to a higher category or to mineral reserves and any or all exist or is economically or legally feasible to mine or place undue reliance on forward-looking statements or information. We undertake no obligation to reissue or update any forward-looking statements or information except as required by law. All forward-looking statements and information herein are qualified by this cautionary statement.

Neither 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.

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