Sabrich Capital Corporation

December 11, 2007 12:28 ET

Sabrich Capital Corporation Announces Cancellation of Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Dec. 11, 2007) -


Sabrich Capital Corporation ("Sabrich" or the "Corporation") (TSX VENTURE:SBH.P) today announced that it is not proceeding with the proposed Qualifying Transaction it has been working on since September 2007. The proposed Qualifying Transaction was with a private mining company ("PrivateCo") that was formed to participate in the acquisition, exploration and development of mineral claims in the Province of Quebec for the purpose of exploring precious and base metals.

The Corporation entered into a letter agreement with PrivateCo dated September 7, 2007 to complete a business combination (the "Business Combination") to form a new company. The Business Combination, when completed, would have constituted the Qualifying Transaction of the Corporation. The Business Combination was subject to the policies of TSX Venture Exchange Inc. (the "TSX Venture") relating to qualifying transactions of capital pool companies, as well as shareholder approval of both Sabrich and PrivateCo.

The Corporation completed initial filings with TSX Venture on September 11, 2007, including the National Instrument 43-101 geological reports in respect of the two properties of PrivateCo, as well as the historical purchase agreements pursuant to which PrivateCo acquired the properties. After initial review, TSX Venture advised that the transactions would not be able to proceed due to the nature of the principal shareholder of PrivateCo. The parties agreed to review alternatives and PrivateCo proceed to restructure itself in order to change its princpal shareholder. In addition, the Corporation and PrivateCo agreed to revise the terms of the transaction in order to allow for the transaction to be completed sooner.

The Corporation and PrivateCo entered into an amended letter agreement on October 11, 2007 and shortly thereafter filed revised documentation with TSX Venture. After completing their review of the amended terms of the transaction and the National Instrument 43-101 geological reports regarding the properties of PrivateCo, TSX Venture advised that the properties do not meet the minimum listing requirements of TSX Venture without further exploration work. PrivateCo had previouly advised the Corporation that they and their counsel had completed this analysis, and had confirmed the properties would meet the mininum listing requirements of TSX Venture.

The Corporation has spent the last couple of weeks reviewing alternatives with PrivateCo and has determined that it is in the best interests of the Corporation to terminate the amended letter agreement with PrivateCo.

The Corporation intends to continue to identify and evaluate companies, businesses or assets with a view to completing a Qualifying Transaction.

Trading of the common shares of the Corporation will resume after TSX Venture has accepted the withdrawal of the proposed Qualifying Transaction with PrivateCo.

TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy and accuracy of this release.

Contact Information

  • Sabrich Capital Corporation
    Mr. Michael Rousseau
    (403) 816-1947