Sagittarius Capital Corporation

July 28, 2011 16:37 ET

Sagittarius and Alpaca Amend Terms of Letter of Intent and Provide Corporate Update

TORONTO, ONTARIO--(Marketwire - July 28, 2011) -


Sagittarius Capital Corporation (NEX:SCX.H) ("Sagittarius", the "Company" or the "CPC"), a capital pool company, and Alpaca Resources Inc. ("Alpaca"), a private Ontario based gold and junior copper exploration company, would like to announce that they have entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord").

Under the Engagement Letter, Canaccord will act as a co-lead agent, along with Foundation Markets Inc. ("FMI"), for the placement of up to 22,857,143 units (the "Units") at a price of $0.175 per Unit in the capital of Alpaca for gross proceeds of up to $4,000,000 million (the "QT Financing"). Each Unit is comprised of one (1) common share and one half (½) common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one (1) common share for a period of twenty four (24) months from the date of issuance. The Warrants are exercisable at a price of $0.25 per common share. In addition, Canaccord and Foundation were granted an option (the "Overallotment Option") to raise an additional $2,000,000 through the placement of an additional 11,428,571 Units upon the exercise of the Overallotment Option. Immediately following the closing of the QT Financing, Sagittarius will issue one share for every two Alpaca shares issued pursuant to the QT Financing, and one Sagittarius warrant for every two Alpaca warrants issued under the QT Financing, exercisable at a price of $0.50.

Furthermore, below Sagittarius and Alpaca provides an update on their proposed business combination, which will be Sagittarius' Qualifying Transaction, and the litigation with respect to the Hill Copper property. Details of the proposed Qualifying Transaction are available in the Company's press release dated September 7, 2010 on SEDAR at

Amended and Restated Letter of Intent

The Company has further amended the terms of the binding letter agreement dated September 1, 2010, as amended on September 30, 2010, October 31, 2010 and March 22, 2011 (the "Letter Agreement") with Alpaca that sets out the basic terms of the proposed business combination between Sagittarius and Alpaca. The amended and restated Letter Agreement: (i) consolidates all of the previous amendments of the Letter Agreement; and (ii) amends the Letter Agreement by revising the terms on which the CPC proposes to acquire, directly or indirectly, all of the issued and outstanding securities of Alpaca.

Capital Structure of Alpaca

Currently, Alpaca has 68,861,316 common shares (the "Alpaca Shares") issued and outstanding and 19,517,784 common share purchase warrants (the "Alpaca Warrants") issued and outstanding (such Alpaca Warrants consisting of 1,878,808 warrants exercisable at $0.20 per common share and 17,638,976 warrants exercisable at $0.25 per common share), 365,000 Alpaca broker warrants (the "Alpaca Broker Warrants") exercisable into Alpaca Shares at $0.20 per share, 2,554,385 Alpaca Broker Warrants exercisable into units of Alpaca at $0.10 per unit, with each underlying Alpaca Warrant each exercisable at $0.25 and 3,575,000 options (the "Alpaca Options") with an exercise price of $0.20 per common share, 600,000 Alpaca Options with an exercise price of $0.10 per common share and 400,000 Alpaca Options with an exercise price of $0.30 per common share.

Alpaca is also currently undertaking a financing (the "Pre-QT Financing") for maximum gross proceeds of $500,000 at a price of $0.125 per unit (the "Alpaca Units") with each unit consisting of one (1) Alpaca Share and one half of one Alpaca Warrant. Each whole Alpaca Warrant shall entitle the holder there of to purchase one Alpaca Share at $0.225. Alpaca will also issue Alpaca Broker Warrants equal to 8% of the number of Alpaca Units issued pursuant to the Pre-QT Financing. Assuming that the Pre-QT Financing is fully subscribed to, it is anticipated that Alpaca will issue an additional 4,000,000 Alpaca Shares (for a total of 72,861,316 Alpaca Shares being issued and outstanding), 2,000,000 Alpaca Warrants (for a total of 21,517,784 Alpaca Warrants being issued and outstanding), and 320,000 Alpaca Broker Warrants (for a total of 3,239,385 Alpaca Broker Warrants being issued and outstanding).

Other than the Alpaca Shares, the Alpaca Warrants, the Alpaca Broker Warrants, the Alpaca Options, and the Alpaca Units, Alpaca will not issue from treasury any Alpaca Shares or otherwise grant or issue any options, warrants or other securities convertible into Alpaca Shares without the prior approval of Sagittarius, nor will it make any expenditures other than in the ordinary course of business without the prior approval of Sagittarius.

Principal Shareholders of Alpaca

The principal stakeholders of Alpaca are Foundation Financial Holdings Corp. ("FFHC"), which owns and operates a Toronto based Merchant Bank and Exempt Market Dealer, that owns beneficially, directly or indirectly, or exercises control or direction over approximately 11.25%(1) of the Alpaca Shares. FFHC is controlled by Jeremy Goldman (of North York, Ontario), Yannis Banks (of Toronto, Ontario) and The Goomie Trust, a trust formed under the laws of the Province of Ontario, whom together hold a 95% interest in FFHC.

Robin Sundstrom, president and director of the Company, has provided past services to Alpaca and retains a small shareholding in Alpaca as a result of such service. Cavalry Corporate Solutions Ltd., a company in which Gary Hokkanen (a director and chief financial officer of the Company) is a minority shareholder and president, provides accounting and administrative services to Alpaca.

Capital Structure of Sagittarius

Currently, Sagittarius has 4,190,000 common shares and 469,000 incentive options, with an exercise price of $0.20 per option, that are issued and outstanding.

Pursuant to the terms of the amended and restated Letter Agreement, all Alpaca Warrants, Alpaca Broker Warrants, Alpaca Options and Alpaca Units will be exchanged for warrants, broker warrants, options and units of Sagittarius on the same basis as Alpaca Shares. At its next shareholders meeting, Sagittarius shall ask the Sagittarius shareholders to approve: (i) a consolidation (the "CPC Share Consolidation") of the common shares in the capital of Sagittarius (the "CPC Shares") on a 1.4 old shares for one (1) new share basis; and (ii) a change of Sagittarius' name to "Cave Creek Minerals Inc." or as otherwise approved by the directors of the Company. As consideration for the amalgamation of Alpaca and Sagittarius, holders of Alpaca Shares shall be entitled to receive one (1) post consolidated CPC Share for every two (2) Alpaca Shares. Sagittarius will issue replacement warrants, broker warrants, options and units for any Alpaca Warrants, Alpaca Broker Warrants, Alpaca Options and Alpaca Units issued by Alpaca prior to the closing of the Qualifying Transaction.

Sagittarius will not issue from treasury any shares, options, warrants or other securities convertible into Sagittarius Shares prior to the completion of the Qualifying Transaction or termination of the Amending Agreement without the prior approval of Alpaca.

Closing Conditions

The closing of the Qualifying Transaction with Alpaca is subject to a number of conditions, including, but not limited to the following:

  1. Receipt of an exemption or waiver of sponsorship, permitting to close without the engagement of a sponsor, or the receipt of a sponsor report;

  2. Receipt of all requisite consents, required regulatory approvals, including without limitation, the approval of the Exchange;

  3. Completion of all due diligence reviews (including financial and legal, among others) by August 31, 2011;

  4. Receipt of all director, shareholder and Exchange approvals as may be required under applicable laws or regulatory policies on or before September 30, 2011;

  5. Satisfaction of the Minimum Listing Requirements of the Exchange and all requirements under the Exchange rules relating to completion of a "Qualifying Transaction";

  6. The negotiation, execution and delivery of the formal amalgamation agreement on or before October 31, 2011; and

  7. No adverse material change in the business affairs, financial condition or operation of either CPC or Alpaca shall occur between the date of the latest available financial statements and the closing of the Qualifying Transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. Sagittarius intends to apply for an exemption from sponsorship requirements, however, there is no assurance that Sagittarius will obtain this exemption. In addition, the stock will likely remain halted pending completion of the Qualifying Transaction.

A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at no less than seven (7) business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.

Hill Copper Litigation Update

On December 10, 2010, Bolsa Resources Inc. ("Bolsa") filed in the Cochise County, Arizona Superior Court a complaint for quiet title (the "Arizona Action"), against various parties including AGC Resource Corp. ("AGC"), a wholly-owned Nevada subsidiary of Alpaca, which is the registered owner of the MAN Claims. In the Arizona Action, Bolsa is claiming ownership of the MAN Claims, one of several properties comprising the Hill Copper project, alleging that the vendor who sold the MAN Claims to Alpaca did not properly acquire title from Bolsa. Bolsa also alleges that the board of directors of Bolsa did not approve or ratify any of the transactions which resulted in AGC owning the properties.

On May 16, 2011, Bolsa filed a second lawsuit in the United States District Court for the District of Colorado (the "Colorado Action"). The Colorado Action was launched against a number of parties including Alpaca and several of its wholly-owned subsidiaries, as well as officers, advisors, and previous consultants to Alpaca and to Bolsa and the companies of those individuals. In the Colorado Action, Bolsa is claiming ownership of the entire Hill Copper property package based on allegations that Alpaca, its subsidiaries, Foundation Markets Inc,, and its directors unlawfully conspired with former officers, consultants, and an attorney of the plaintiff and the companies of those individuals to deprive Bolsa of its ownership of the Hill Copper project. In the Colorado Action, Bolsa also seeks monetary damages in an as yet unspecified amount for any profits obtained by the defendants, compensatory damages for the loss of confidential data and economic opportunities, and legal fees and costs relating to this and related litigation. Bolsa also seeks an injunction requiring Alpaca and its subsidiaries to convey their interests in all of the properties comprising the Hill Copper project to Bolsa, preventing defendants from using Bolsa's confidential and proprietary information, preventing Alpaca and its subsidiaries from selling or otherwise encumbering the Hill Copper project properties, and prohibiting them from acquiring any interest in any property within 10 miles of the Hill Copper project properties. The Colorado Action is in addition to the original lawsuit filed in Arizona to quiet title on the MAN Claims.

Alpaca believes that these claims against it, its subsidiaries and its advisors are without merit, and intends to vigorously defend its title to all of the properties at the Hill Copper project.

Iron Butte Update

Alpaca has decided to maintain the Iron Butte gold project within Alpaca rather than spinning it out into a new gold vehicle as announced in the press release issued by Sagittarius on April 5, 2011. Alpaca expects to undertake a 5,000 meter drill program at the Iron Butte property with the expectation of subsequently calculating an NI 43-101-compliant resource. Once the litigation on the Hill Copper project has been resolved, Alpaca's management may re-visit the plan to create separate focused copper and gold companies.

Yannis Banks, Alpaca's CEO, commented: "Alpaca is committed to proceeding with its listing and financing plans, providing investors with continuing full, plain and true disclosure on the Arizona and Colorado Actions while we work to resolve them, and most fundamentally to moving forward Alpaca's two advanced exploration assets to generate value for shareholders."

About Alpaca Resources Inc.

Alpaca Resources Inc. is a Canadian junior exploration company with advanced exploration stage copper and gold exploration properties in the Western United States. Alpaca's copper portfolio consists of two principal assets in Arizona, the Hill Copper and Troy Ranch projects. Alpaca's gold portfolio consists of the Iron Butte project in Nevada.

All technical information in this press release has been reviewed and approved by Richard Cleath, who acts as Qualified Person ("QP") for Alpaca.

About Sagittarius Inc.

The Company is a TSX Venture Exchange listed company and classified as a Capital Pool Corporation as defined in the TSX Venture Exchange Policy 2.4 by raising $738,000 in conjunction with its Initial Public Offering in February 2008. The Company's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction within the meaning of Exchange policies.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying 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 a capital pool company should be considered highly speculative.

The information disclosed in this press release regarding Alpaca was provided by Alpaca without review or investigation by Sagittarius, and as such, Sagittarius does not accept any responsibility for the accuracy of such disclosure.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Statements

This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "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 state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Sagittarius is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this release. Sagittarius cannot assure investors that actual results will be consistent with these forward looking statements and Inspiration assumes no obligation to update or revise the forward looking statements contained in this release to reflect actual events or new circumstances.

(1) Includes 2,649,794 shares (or 5.13% of total shares outstanding) that affiliates of FFHC have entered into an agreement to purchase from an arms length party.

The TSX Venture Exchange Inc. 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 TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

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