Kilkenny Capital Corporation
TSX VENTURE : KIK.P

Kilkenny Capital Corporation

February 27, 2012 16:25 ET

Signature of a Letter of Intent for a Reverse Takeover Constituting Kilkenny Capital Corporation's Qualifying Transaction

LAVAL, QUEBEC--(Marketwire - Feb. 27, 2012) - Kilkenny Capital Corporation (the "Corporation" or "Kilkenny")(TSX VENTURE:KIK.P) is pleased to announce the signature of a letter of intent dated February 21, 2012 with Pure Energy Minerals Limited ("Pure Energy") for a reverse takeover between the shareholders of Pure Energy and of Kilkenny (the "Transaction") that shall constitute an arm's length Qualifying Transaction within the meaning of Policy 2.4 of the TSX Venture Exchange's Corporate Finance Manual (the "Qualifying Transaction").

Concurrently with the completion of its Qualifying Transaction, the resulting issuer intends to make a brokered private placement of $1,500,000 with many investors, subject to the obtention of all requisite regulatory approval, including that of the TSX Venture Exchange (the "Exchange"). The resulting issuer shall pay a commission of up to ten percent (10%) of the gross proceeds, if any, of the Private Placement.

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Corporation intends to apply for an exemption from sponsorship requirements. However, there is no assurance that Kilkenny will be able to obtain this exemption.

THE PROPOSED QUALIFYING TRANSACTION

The Transaction shall constitute an arm's length Qualifying Transaction for the Corporation within the meaning of Policy 2.4 of the Exchange's Corporate Finance Manual and is subject to a number of conditions precedent, including a due diligence of Pure Energy, a private placement described hereafter and the receipt of all requisite regulatory and corporate approvals, including that of the Exchange.

Pursuant to the Transaction, the Corporation shall purchase all of the issued and outstanding common shares in the share capital of Pure Energy for a total consideration of $985,000 payable through the issuance of 9,850,001 class "A" shares in the share capital of the Corporation (the "Common Shares"), at a deemed value of $0.10 per Common Share.

A finder's fee (the "Finder's Fee") shall be payable to Trans Globe Communications Inc. through the issuance of 400,000 Common Shares at a deemed price of $0.10 per Common Share. There is no other consideration to be paid.

ABOUT PURE ENERGY

Pure Energy is a minerals exploration corporation incorporated as MGR Resource Corp. on October 1, 2010, under the British Columbia Business Corporations Act, changed its name to Pure Energy Minerals Limited on March 10, 2011 and have its head office in Vancouver, B.C. The corporation has an option to acquire an 80 % undivided interest in forty-seven (47) mining claims in the Esmeralda County Project (the "Property") located in Nevada, United States. The claims cover a conceptual target for lithium brines. Jason Dussault, Brian Tingle and Michelle Gahagan are the only shareholders of Pure Energy holding more than 10% of all issued and outstanding shares of its capital stock, being respectively 3,500,000, 1,250,001 and 1,500,000 common shares representing respectively 35.5 %, 12.69 % and 15.23 % of all issued and outstanding shares of the private corporation.

Financial position of Pure Energy

The audited 12 month financial statements ended October 31, 2011 of Pure Energy reveals total assets of $281,738, total and current liabilities of $12,073 and a deficit of $38,634.

Properties

William Feyerabend. geologist, has prepared a technical report (hereinafter the "Technical Report"), according to Regulation 43-101 respecting standards of disclosure for mineral projects (hereinafter "Regulation 43-101"), with respect to the AF claim Group located in Esmeralda County, Nevada, United States. The Technical Report will be available for viewing under Corporation's profile on SEDAR at www.sedar.com. Mr. Feyerabend is a "Qualified Person" for the purpose of Regulation 43-101 and is considered independent of the Corporation. The following information regarding the Property is derived from the Technical Report.

The property is located in Esmeralda County, Nevada, approximately 170 miles northwest of Las Vegas, NV; 11 miles west of the county seat at Goldfield, NV and approximately 25 miles southwest of Tonopah, NV; the major commercial center for the region. The property mining claims are in T. 1 S., R. 41 E., Sections 31 and 32, MDBM and in T. 2 S., R. 41 E., Sections 5, 6, 7, 8, 9, 16, 17, 20, 21, 28, 29 and 30, MDBM. The central claim latitude/longitude coordinates are N37o45', W117o23'45". The claims cover a valley which separates the northern Montezuma Range on the east from Clayton Ridge to the west. The AF #1 thru 47 association placer claims totaling 7,520 acres are plotted on the claim maps in the Esmeralda County Recorder's Office.

The Technical Report has been prepared and filed with the TSX Venture Exchange as supporting documentation for the proposed Qualifying Transaction. Once the Technical Report has been reviewed, further detailed information regarding the properties will be disclosed in a subsequent news release.

PRIVATE PLACEMENT

After the completion of the Transaction, the Purchaser shall have completed a brokered private placement for aggregate subscriptions of $1,500,000 (the "Private Placement"). In consideration of said minimum amount in received subscriptions, the Purchaser will issue 10,000,000 units at a price of $0.15 per unit ("Unit"). Each Unit will consist of one (1) common share ("Common Share") and one (1) Common Share purchase warrant ("Warrant"). Each warrant will entitle the holder thereof to acquire one additional Common Share of the Purchaser at a price of $0.30 for a period of twenty-four (24) months from the Closing Date. Each Common Share issued pursuant to the financing will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Common Share. The Purchaser shall pay a commission in cash of up to ten percent (10%) of the gross proceeds, if any, of the Private Placement to the finders for such Private Placement.

The Corporation will use the proceeds of the Private Placement to fund its working capital and its exploration activities on the Property.

PRO FORMA CAPITALIZATION

Once the Qualifying Transaction and the Private Placement are completed, an aggregate of 24,950,001 Common Shares shall be issued and outstanding. The current shareholders of Kilkenny shall hold an aggregate of 4,700,000 Common Shares (18.84%) of the issued and outstanding Common Shares). The Vendors shall hold an aggregate of 9,850,001 Common Shares (39.48 % of the issued and outstanding Common Shares). A Finder's Fee shall be payable to Trans Globe Communications Inc. through the issuance of 400,000 Common Shares at a deemed price of $0.10 per Common Share (1.6% of the issued and outstanding Common shares). The investors subscribing under the Private Placement shall own 10,000,000 Common Shares (40.08% of the issued and outstanding Common Shares). The existing stock option plan of Kilkenny, whereby 190,000 options have been granted to certain officers and Directors of the Corporation, will remain in force. In addition, the resulting issuer intends to reserve 1,785,000 Common Shares within the scope of its stock option plan at an average cost of $0.15 per option as part of the Transaction. The distribution of the 1,785,000 options is subject to the approval of the proper authorities.

BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER

The board of directors of the Resulting Issuer shall be composed of a maximum of five (5) directors: one (1) of which shall be appointed by the Purchaser; three (3) by Pure Energy; and the last one (1) shall be mutually agreed upon by the parties.

After the completion of the Transaction, one (1) of the actual members of the Board of Directors of the Corporation, Mr. André Goguen, will sit on The Board of Directors of the resulting issuer.

In addition to the director to be appointed at the end of the Qualifying Transaction by the current Board of Directors of Kilkenny, the Corporation is pleased to announce the appointment of new members on the Board of Directors and in the Management team. These changes will be effective upon closing of the Transaction.

  • Wayne R. Tisdale will join the Board of Directors;
  • Jason Dussault will join the Board of Directors and will become the President and Chief Executive Officer;
  • John Jardine will become the Chief Financial Officer of the Corporation; and
  • Two (2) additional board members to be determined, one of them to be a geologist.

Wayne R. Tisdale - Mr. Tisdale is President of Galloway Financial Services Inc., involved in investing, financing and consulting to private and public companies in the areas of mining, oil and gas and agriculture since August 1995. Mr. Tisdale has also been a director of eShippers Management Ltd., listed on the TSX Venture Exchange, from is May 2008 to July 2009.

Jason Dussault has over two decades of work in the mining sector and capital markets. He has served on the board for public and private companies. Among other roles, he is currently President of Dussault Apparel. In 2005 he created the fashion brand Dussault Apparel where he partnered with Gene Simmons and Criss Angel. Currently he is the star and producer of "Dussault Inc." a CityTV reality show which recently finished filming its second season. Mr. Dussault is known for his innovative marketing work that has garnered him significant media attention including interviews and appearances on FOX NEWS; EXTRA; Entertainment Tonight; CityTV; ETalk on CTV; CBC; MTV; TMZ; The Wall Street Journal; New York Times; plus several appearances on both Gene Simmons Family Jewels, and Criss Angel's Mindfreak.

John Jardine -Mr. Jardine has decades of experience managing accounting and financial compliance for public companies trading on various Canadian and U.S. exchanges. As president of J. W. Jardine & Company Ltd. in West Vancouver, B.C., an accounting firm providing services to public and private companies, Mr. Jardine specialized in compliance financial reporting, company tax planning and tax preparation. Mr. Jardine completed his B. Comm in 1975 from Carleton University in Ottawa, Ontario and completed his Certified Management Accounting designation in 1981.

André Goguen - Member of Kilkenny's Board of director since February 2010, Mr. Goguen is the President and founder of Action Customs Services Inc. since 1992, a Canadian licensed customs broker. He is also the President and founder of A.G.O. Transportation Inc., a freight forwarding company providing international logistic services that he founded in 1993. Moreover, he has been a director of Vigil Locating Systems Corporation since August 2002, a corporation listed on the NEX. Mr. Goguen was also a director of FTM Investment Corporation from October 1998 to April 2004, a Capital Pool Company listed on the TSX Venture that changed its name to Cagim Real Estate Corporation. Finally, since January 2010, he is a director of Quinto Real Capital Corporation, a capital pool companies listed on the TSX Venture Exchange since September 2010, and since November 2006, he is a member of Carbon2Green's Board of director.

SPECIFIC CONDITIONS RELATED TO THE CLOSING

The specific conditions that must be met in relation to the closing of the Qualifying Transaction are: (i) the resulting issuer must meet the minimum listing requirements of a Tier 2 issuer according to the Exchange policies up to and including the date on which the Exchange will issue its final approval; (ii) the completion of a due diligence and the analysis of Pure Energy shall be to the complete satisfaction of Kilkenny; (iii) the completion of the private placement shall be to the complete satisfaction of the parties; (iv) the execution of a share purchase agreement regarding the purchase of all of the issued and outstanding common shares in the share capital of Pure Energy shall be to the complete satisfaction of the parties ; (v) the Transaction contemplated herein must be eligible as a Qualifying Transaction and must be accepted as such by the Exchange; (vi) Kilkenny shall obtain a Sponsorship Letter if so required by the TSX; and (vii) no material change must occur in the business and operations of Pure Energy and Kilkenny.

Completion of the 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 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 or filing statement to be prepared in connection with the 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 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 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

  • Kilkenny Capital Corporation
    Marcel Bergeron
    President and Chief Executive Officer
    (514) 439-7787