Resource Hunter Capital Corp.
TSX VENTURE : RHC

March 01, 2011 14:21 ET

Resource Hunter Announces Closing of Reverse Takeover by Plains Creek Mining Limited

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 25, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Resource Hunter Capital Corp. (the "Company") (TSX VENTURE:RHC) is pleased to announce that it completed its previously announced reverse takeover (the "RTO") by Plains Creek Mining Limited ("Plains Creek") on February 25, 2011 preceded by certain other transactions by Plains Creek, including a brokered private placement (the "Private Placement") and mineral property acquisition (the "Acquisition") by Plains Creek. The Company will carry on the business of Plains Creek.

On February 16, 2011, the TSX Venture Exchange (the "Exchange") issued its conditional approval of the RTO, which is preceded by the Private Placement and Acquisition. The Company's common shares (the "Common Shares") will resume trading on the Exchange under the ticker symbol "RHC" after the Exchange's conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the RTO. The Company will issue a news release once the Exchange issues its final exchange bulletin.

Immediately prior to and in connection with the closing of the RTO, Plains Creek completed a brokered private placement for gross proceeds of approximately $24,027,590 (the "Private Placement") and completed the Acquisition of a 50.1% interest in GB Minerals AG ("GB Minerals"), a Switzerland company that owns a significant phosphate mineral property located in West Africa.

Under the Private Placement, Plains Creek issued 184,827,615 common shares (the "PC Shares") at a price of $0.13 per PC Share. M Partners Inc. (the "Agent") acted as the agent of Plains Creek with respect to the Private Placement. The Agent received a 4% cash commission, 7,393,105 common shares (the "Agent's Shares") of Plains Creek and 14,786,209 broker's warrants (the "Broker's Warrants") as part of its corporate finance and success fees for the Private Placement. Each Broker's Warrant entitles the Agent to purchase one common share of Plains Creek at a price of $0.13 per share for a period of 12 months.

Under the Acquisition, Plains Creek acquired a 50.1% ownership interest in GB Minerals pursuant to a share purchase agreement between Plains Creek and WAD Consult AG ("WAD Consult"). In consideration for the 50.1% ownership of GB Minerals, Plains Creek paid €9 million in cash and issued 101,000,000 common shares of Plains Creek to WAD Consult. The Acquisition closed in escrow subject to receipt of payment of all monies to WAD Consult pursuant to the Acquisition. The common shares of Plains Creek issued to WAD Consult pursuant to the Acquisition were subsequently exchanged on a one-for-one basis for Common Shares of the Company under the RTO.

Pursuant to the RTO, the Company acquired all of the issued and outstanding shares of Plains Creek, including those issued pursuant to the Private Placement and the Acquisition, and issued 331,320,720 Common Shares to the shareholders of Plains Creek and 15,012,709 warrants to holders of Plains Creek warrants. The RTO was carried out by way of an amalgamation between Plains Creek and a wholly-owned British Columbia subsidiary of the Company to form a new corporation named Plains Creek Mining Limited ("Amalco"). As a result of the RTO, Amalco is a wholly-owned subsidiary of the Company.

With the completion of the Transaction, the Company has 344,634,053 Common Shares issued and outstanding (on an undiluted basis). The principals of the Company collectively hold 125,274,281 Common Shares, 121,708,281 of which are subject to a Tier 2 Value Security Escrow Agreement. Included in such Common Shares are 101,000,000 Common Shares, or 29.3% of the Common Shares issued and outstanding, which were issued to WAD Consult as part consideration for the Acquisition. In addition, 5,257,962 Common Shares held by non- principals of the Company are subject to a Tier 2 Value Security Escrow Agreement.

In connection with the completion of the Transaction, the Company is pleased to announce its board of directors as follows: Glenn Laing, Carson Phillips, Brian Thurston, John Nelson, and the Honourable John Reynolds. The Company further intends to nominate, together with the other board members, Paul C. Jones and certain other strategic individuals, for election as a director at the Company's next shareholder's meeting. In addition, the Company is pleased to announce its executive management as follows:

Glenn Laing – Chief Executive Officer and President

Carson Phillips – Vice-President, Corporate Development

Angel Law – Chief Financial Officer and Corporate Secretary

Summaries of the biographies for all of the directors and executive management of the Company are set out in the Company's Filing Statement dated February 22, 2011 (available on SEDAR at www.sedar.com).

The Company's Filing Statement dated February 22, 2011 describes the businesses of the Company and Plains Creek and the terms of the RTO and Plains Creek's preceding Private Placement and Acquisition, and is available on the SEDAR website at www.sedar.com.

FORWARD LOOKING INFORMATION

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward- looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information relating to the satisfaction of the issuance of the final exchange bulletin in respect of the Transaction and the listing of the Common Shares. The final exchange bulletin will not be issued if the Exchange determines that the Company has not met the conditions set out in the Exchange's conditional approval letter. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the ability of the Company to meet the conditions for listing of the Exchange. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

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

  • Resource Hunter Capital Corp.
    Carson Phillips
    Vice-President, Corporate Development
    (604) 657-5871
    (604) 688-6402 (FAX)
    carson_phillips@hotmail.com