Buildex Venture Capital Corporation
TSX VENTURE : BUX.P

Buildex Venture Capital Corporation

May 02, 2011 09:00 ET

Signature of a Letter Of Intent With Iled'or Ressources Inc. For a Reverse Takeover Constituting Buildex Capital Venture Corporation's Qualifying Transaction...

...and the closing of a Concurrent Private Placement

LAVAL, QUEBEC--(Marketwire - May 2, 2011) - Buildex Capital Venture Corporation (TSX VENTURE:BUX.P) is pleased to announce the signature of a letter of intent dated April 20, 2011 with Îled'or Resources Inc. ("Îledor") for a reverse takeover between the shareholders of Îledor and of Buildex (the "Transaction") that shall constitute a non 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 private placement of a minimum of $855,000 with many investors, subject to the obtention of all requisite regulatory approval, including that of the TSX Venture Exchange (the "Exchange").

THE PROPOSED QUALIFYING TRANSACTION

The Transaction shall constitute a non arm's length Qualifying Transaction for the Corporation within the meaning of Policy 2.4 of the Exchange's Corporate Finance Manual (the "Transaction") and is subject to a number of conditions precedent, including a due diligence of Îledor, 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 Îledor for a total consideration of $1,220,000, payable through the issuance of 6,100,000 class "A" shares in the share capital of the Corporation (the "Common Shares"), for a price of $0.20 per Common Share.

ABOUT ÎLEDOR

Îledor is a mining exploration corporation incorporated on October 9, 2009, under the Canada business corporation Act, with its head office in Val d'Or. The corporation is the only true owner of a mining property located in the North-West of the Tiblemont township, near Senneterre in the province of Québec. Mister Léo Gingras is the only shareholder of Îledor holding more than 10% of all issued and outstanding shares of its capital stock, being 1,333,333 common shares representing 21,86 % of all issued and outstanding shares of the private corporation.

Financial position of Îled'or

According to the unaudited 11 month financial statements dates April 15, 2011 the last phases of development of Îledor reveals total assets of $ 552,816, no debt and a net loss of $ 67,184.

Îledor Property

Îledor commissioned Mr. Daniel Lapointe, geologist, to prepare a technical report (hereinafter the "Technical Report") regarding Îledor Property, according to Regulation 43-101 respecting standards of disclosure for mineral projects (hereinafter "Regulation 43-101". The Technical Report will be available for viewing under Corporation's profile on SEDAR at www.sedar.com. Mr. Lapointe is a "Qualified Person" for the purpose of Regulation 41-101 and is considered independent of the Corporation. The following information regarding Îledor Property is derived from the Terchnical Report.

The Property is composed of 20 adjacent claims covering a major part of Ile Tiblemont as well as part of the Lac Tiblemont. The lake is at an altitude of approximately 305m. A low lying area with a hill of approximately 20m high is observed. Located approximately 14 km south of Senneterre, Îledor Property is easily accessible. The mineralization is forming of epigenetic type quartz-carbonate with about 5% sulphides, mainly pyrite. The gold associated with these veins is usually free and easy to extract. On the Iled'or Property, 5 mineralized zones are defined. The Veins zones W, X, Y and Z are all subparallel and they are near the well. The T zone is more "to the South. Each zone is composed of several subparallel veins and veinlets, often with visible gold.

PRIVATE PLACEMENT

After the completion of the Transaction, the resulting issuer shall have completed a private placement for aggregate subscriptions of an approximate minimum of $855,000 and an approximate maximum of $1,750,000 (the "Private Placement"). For the first part of the Private Placement, in consideration of a minimum of $250,000 in received subscriptions, the resulting issuer will issue common shares at a deemed price of $0.20 per common share. For the second part of the Private Placement, in consideration of a minimum of $605,000 and a maximum of $1,500,000 in received subscriptions, the resulting issuer will issue Units (as hereinafter defined) at a deemed price of $0.25 per unit. Each unit will consist of one (1) Common Share on a flow through basis (as defined in subsection 66(15) of the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended, re-enacted or replaced from time to time) and one (1) Warrant (as hereinafter defined) (hereinafter, the "Unit"). Each warrant will entitle the holder thereof to purchase, subject to adjustment in certain events, the right to acquire one (1) Common Share on a non-flow-through basis (hereinafter, the "Underlying Common Share") at an exercise price of $0.40 during the period of one (1) year following the issuance of the Unit. From the subscription price of $0.25, the resulting issuer intents to allocate $0.2499 to the price of the Common Share and $0.0001 to the price of the Warrant. Each Unit, Warrant, Common Share and Underlying Common Share issued pursuant to the Unit will be subject to a mandatory holding period of four (4) months and one (1) day from the issuance of the Unit. The resulting issuer shall pay a commission 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 first part of the private placement to fund its working capital and the proceeds of the second part of the private placement, to continue its exploration activities on Îledor property.

PRO FORMA CAPITALIZATION

Once the Qualifying Transaction and the Private Placement are completed, a maximum aggregate of 19,617,500 Common Shares shall be issued and outstanding. The current shareholders of Buildex shall hold an aggregate of 5,800,000 Common Shares (29.57%) of the issued and outstanding Common Shares). The shareholders of Îledor shall hold an aggregate of 6,100,000 Common Shares (31.09% of the issued and outstanding Common Shares), Mr. Guy Boutin will receive a finder's fees of A maximum of 467,500 Common shares (2.38% of the issued and outstanding Common shares) The investors subscribing under the Financing shall own a maximum of 7,250,000 Common Shares (36.96% of the issued and outstanding Common Shares). The existing stock option plan of Buildex, whereby 580,000 options have been granted to certain officers and Directors of the Corporation, will remain in force. In addition, the resulting issuer intends to reserve 733,500 Common Shares within the scope of its stock option plan at an average cost of $0.20 per option as part of the Transaction. The distribution of the 733,500 options is subject to the approval of the proper authorities.

BOARD OF DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER

After the completion of the Transaction, two of the actual members of the Board of Directors of the Corporation, Mssrs Alain Larochelle and Paul Forest, will sit on The Board of Directors of the resulting issuer.

In addition to a director to be appointed at the end of the Qualifying Transaction by the current Board of Directors of Buildex, 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.

  • Mario Bisson will join the Board of Directors and will become President and Chief Executive Officer;

  • Ghislain Tourigny will join the Board of Directors and will become Vice-President Exploration;

  • Christian Caplette will join the Board of Directors;

  • Roger Boucher will become Chief Financial Officer of the resulting issuer.

Mario Bisson – Mr. Bisson is a member of the Board of Directors and President of Îledor since April 2010. He is also a member of the Board of Directors of Aurtois Resources since May 2008 for which he became President and CEO on June 30, 2008. Mr. Bisson is an insurance representative having a right to practice recognized by the Autorité des marchés financiers. He has been employed by Combined Insurance since 1990 and currently holds the position of district manager for the Abitibi-Témiscamingue region.

Christian Caplette – Mr. Caplette is a member of the Board of Directors of Îledor. He is also a member of the Board of Directors of Aurtois Resources since June 2008. He is an insurance representative having a right to practice recognized by the Autorité des marchés financiers. He has been employed by Combined Insurance since 1982 and currently holds the position of regional manager.

Ghislain Tourigny - Dr. Tourigny is a member of the Board of Directors of Îledor. He was also appointed director of Exploration Aurtois on September 15, 2010. Dr. Tourigny graduated in geology from the University of Quebec at Montreal (UQAM) in 1982 and obtained a doctorate in 1989 of the University of Montreal after studying the gold deposit of the Bousquet Mine in Abitibi. Dr. Tourigny has over 20 years experience in mineral exploration. He worked as metallogenist for the Department of Natural Resources in Val d'Or from 1989 to 1994. Since 1994, Dr. Tourigny has acted as a consultant and structural geologist for various junior and senior mining companies in Abitibi, Saskatchewan and Africa where he had the opportunity to study and assess the economic potential of several prospects and gold deposits and some of Cu-Zn-Au and uranium deposits. Dr. Tourigny is a member of the Ordre des Géologues du Québec, of the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS), of the Geological Society of Canada, of the Canadian Tectonic Group, of the Society of Economic Geologist and of the Geological Society of South Africa.

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 Îledor shall be to the complete satisfaction of Buildex; (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 all of the issued and outstanding common shares in the share capital of Îledor 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; and (vi) no material change must occur in the business and operations of Îledor and of Buildex.

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

  • Buildex Capital Venture Corporation
    Alain Larochelle
    President et Chief Executive Officer
    (450) 681-7744

    For Ressources Iledor Inc.:
    Mario Bisson
    President
    (819) 860-9844