ReMac Zinc Corp.
TSX VENTURE : RMZ

ReMac Zinc Corp.

June 14, 2010 13:20 ET

ReMac Announces Reverse Takeover Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 14, 2010) - ReMac Zinc Corp. ("ReMac") (TSX VENTURE:RMZ) is pleased to announce that it has entered into a non-binding letter of intent, dated June 11, 2010 (the "LOI") with Corazón Exploraciones S.A., ("Corazón"), whereby ReMac has agreed to acquire all the issued and outstanding shares of Corazón (the "Transaction").

The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be a non-arm's length transaction. ReMac expects that approval of its shareholders will be required for the Transaction.

Upon completion of the Transaction, ReMac anticipates that it will be classified as a mining issuer under the policies of the TSX Venture Exchange (the "Exchange") and will be engaged in the exploration and development of prospective gold properties.

The Project

Corazón has entered into an agreement (the "Concession Agreement") to acquire the Santo Domingo Concession from the Cooperativa de Pequeños Mineros de Santo Domingo, R.L. (the "Co-Op") for US$5,500,000. The Santo Domingo Concession lies in the canton of Santo Domingo, in the eastern section of the La Libertad-Santo Domingo mining district, state of Chontales, central Nicaragua. The concession totals 650 hectares and is situated 177 kilometres northwest of the major Pacific port and capital city of Managua, Nicaragua. The main focus of the Project will be exploration for gold. Under the Concession Agreement, Corazón paid an initial US$500,000 on April 15, 2010 and is committed to making total payments of US$2,500,000 by no later than April 15, in 2011 and 2012 to complete the Transaction.

No audited or unaudited financial statements regarding the Project are currently available.

Terms of the Transaction

Under the terms of the LOI, ReMac has agreed to acquire all the issued and outstanding shares of Corazón in exchange for 23,333,334 common shares in the capital of ReMac. In addition, ReMac will grant to Patrick Brauckmann, the founder of Corazón, a 3.0% net smelter returns royalty payable following commencement of commercial production.

Each of ReMac and Corazón have agreed that it will not, without prior written consent of other party, directly or indirectly: (i) initiate, solicit, cause, facilitate or participate in any offer (confidential or otherwise) or expression of interest to sell any of its securities or assets to a third party; (ii) except with regard to the Transaction, pursue any other material amalgamation, merger, arrangement, business combination or sale of assets or make any other material change to its business, capital or affairs; or (iii) conduct any activity otherwise materially detrimental to the Transaction.

ReMac and Corazón have agreed to complete the Transaction on or before August 31, 2010.

In conjunction with the completion of the Transaction, a finder's fee will be payable to 314 Finance Corp. and Karl Antonius in accordance with the policies of the Exchange.

Conditions of Closing

Completion of the Transaction will be subject to certain conditions, including:

  1. ReMac and Corazón obtaining the consent of any parties from whom consent to the consummation of the Transaction is required, including the Exchange and other applicable regulatory authorities, and the shareholders of ReMac;
  2. ReMac and Corazón completing their respective due diligence on or before July 15, 2010;
  3. ReMac and Corazón obtaining approval from their respective board of directors;
  4. ReMac and Corazón negotiating and agreeing to a definitive agreement by June 30, 2010 and close the Transaction on or before August 31, 2010, unless extended by mutual agreement of the parties;
  5. ReMac and Corazón receiving a technical report in accordance with National Instrument 43-101;
  6. ReMac's liabilities not exceeding $20,000 and Corazón's liabilities not exceeding $100,000;
  7. ReMac causing the cancellation of all stock options that are currently outstanding; and
  8. ReMac completing a financing for gross proceeds of at least $2,500,000 at or prior to the closing of the Transaction.

Private Placement

Prior to the closing of the Transaction, Corazón plans to complete a non-brokered private placement of up to $500,000 by way of the sale of up to 3,333,334 shares at $0.15 per share.

Concurrent with the closing of the Transaction, ReMac plans to complete a non-brokered private placement of up to $2.5 million by way of the sale of up to 12.5 million shares at $0.20 per share. A finders fee may be payable on a portion of the private placement in accordance with the policies of the Exchange.

The proceeds from the private placement will be used for exploration and development of the Concession, upcoming property payments under the Concession Agreement and for general working capital.

Sponsorship

ReMac will be seeking a waiver from the sponsorship requirements relying on Section 3.4 of Exchange Policy 2.2.

Changes of Officers and Directors

At closing, it is anticipated that a new board of directors consisting of Rosie Moore, John Burns, Dr. Carl Hering, Stephen Barley and Patrick Brauckmann will be appointed by ReMac. The biographies of the proposed directors are set out below. A new management team will be appointed prior to the closing of the Transaction, and upon appointment of such new management, ReMac will issue a press release setting out the biographies of such proposed management.

Rosie Moore is a senior research consultant with Geologic Resource Partners (GRP), a Boston-based mining-focused equity hedge fund. Her career in mining and metals exploration began as a site geologist on projects in the Americas (Nevada, Yukon, Peru, Labrador) with increasing corporate management (Diamond Fields Resources, Pan American Silver, Bear Creek Mining) and investment/capital market experience (Yorkton Securities, GRP). Most recently she served on the board of Continental Gold (from seed financing to public listing 2007-10) and was CEO of Geoinformatics Exploration managing its take-over of Rimfire Minerals to yield Kiska Metals, where she remains on the board (2008-10). Ms. Moore graduated with BS and MS degrees in Geology from Kent State University in Ohio.

John Burns has extensive experience in the global resource sector and is currently a Director of NuCoal Energy Corp. a private Saskatoon based energy company. Mr. Burns is a former Vice President and Chief Financial Officer of the Drexel Burnham Lambert Commodity Group in New York, London and Chicago, a former Managing Director and Global Head of the Derivative Trading and Finance Group of Barclays Metals Group, Barclays Bank PLC in London and a former Managing Director and an Associated Person of FRM Risk Management Inc. in Chicago. He has also acted as an independent director, audit committee member and lead director for a number of publicly listed resource companies and currently sits as a director of Jinshan Gold Mines Inc.

Carl Hering, Ph.D. is an independent evaluations geologist with over 30 years of diversified technical and managerial experience in mineral exploration and corporate development worldwide. He has experience in all aspects of exploration, corporate development, management, strategic planning and new program design and implementation. Dr. Hering previously worked in senior positions (1978-1997) for both Noranda Exploration and Placer Dome Inc. worldwide. From 1997 to 1999 he was Vice President Corporate Acquisitions for Bema Gold Corporation, and in 2006, held the position of Senior V. P. Exploration and Business Development for Rio Narcea Gold Mines. As a Director of Brett Resources, he was instrumental in the acquisition of the Hammond Reef gold project in Ontario. Hammond Reef has a NI 43-101 compliant resource of 6.7 M oz of gold, and Brett has recently been acquired by Osisko Mining Corp. He was also a key individual in two gold discoveries in Latin America, both exceeding 3 M oz.

Stephen Barley is the current President and a director of ReMac and has over 25 years of experience in the public equity markets, initially as a securities and corporate finance lawyer and since 1997 as a financial advisor and investor. Mr. Barley is the Managing Director of Redhawk Resources, Inc. a copper exploration and development company and the President of Calypso Uranium Corp. an Argentine uranium exploration company. Mr. Barley also sits on the board and committees of additional publicly listed companies. Mr. Barley is a member in good standing of the Law Society of British Columbia and the Law Society of Alberta.

Patrick Brauckmann founded and financed Corazon Exploraciones SA in 2010. He has been responsible for negotiating the acquisition of the Santo Domingo property and working with the local miners of the community, and both the Ministries of Environment and Mines. He holds a B.A. from Simon Fraser University and has worked in the investment banking sector for the past decade. He has extensive experience in project development, mergers and acquisitions, and equity and debt financings. 

Name Change

On completion of the Transaction, ReMac intends to change its name to "Corazon Gold Corporation" or such other name as may be approved by its board of directors.

Resumption of Transaction

Trading will remain halted until the Transaction is accepted by, or satisfactory documentation has been filed with the Exchange pursuant to Section 3.4 of Exchange Policy 5.2.

About Corazón Exploraciones S.A.

Corazón was incorporated in the Republic of Nicaragua in 2010. It is engaged in the acquisition, exploration and development of mineral properties in Nicaragua. Patrick Brauckmann is the controlling shareholder of Corazón and is Corazón's Secretary. Jose Rolando Ortega Abarca is the President of Corazón. Corazón's board of directors and shareholders currently consists of Jose Rolando Ortega Abarca (a Nicaraguan resident) and Patrick Brauckmann (a Canadian resident).

Previous Business of ReMac

ReMac previous business consisted of the exploration of its zinc project in British Columbia. A geological evaluation of the drilling results was completed and a new digital database of these drill results combined with all historical drill program data has been completed. ReMac's management had determined not to expend further funds on the development of the zinc project at this time due to the lack of availability of acceptable financing following the dramatic decrease in zinc prices.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested 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 and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of ReMac Zinc Corp. should be considered highly speculative.

ON BEHALF OF THE BOARD

REMAC ZINC CORP.

J. Stephen Barley, President

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. 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

  • ReMac Zinc Corp.
    J. Stephen Barley
    President
    (604) 633-5088