Sinomar Capital Corp.

October 28, 2009 14:31 ET

Sinomar Capital Corp. Announces Signing of Share Purchase Agreement for Qualifying Transaction and Proposed Advance of Refundable Deposit

CALGARY, ALBERTA--(Marketwire - Oct. 28, 2009) 


Sinomar Capital Corp. (the "Corporation") (TSX VENTURE:SMM.P), a capital pool company, announces that, further to its announcement on June 23, 2009, it has entered into a Share Purchase Agreement ("Share Purchase Agreement") with Cerro Cazador S.A. ("CCSA"), HuntMountain Resources Ltd. ("HuntMountain") and HuntMountain Investments LLC, with respect to the proposed acquisition by the Corporation of all of the issued shares of CCSA, a wholly-owned subsidiary of HuntMountain.

The Share Purchase Agreement contemplates that the Corporation will, subject to acceptance by the TSX Venture Exchange (the "Exchange") and meeting other regulatory requirements, issue a total of 29,118,507 Common Shares and 20,881,493 non-voting convertible preferred shares to HuntMountain at a deemed price of Cdn$0.30 per Common Share and Cdn$0.30 per convertible preferred share in exchange for all of the issued and outstanding shares of CCSA (the "Acquisition"). Each convertible preferred share shall be convertible into one Common Share of the Corporation, for no additional consideration, at any time as long as the public float is not less than 20%. It is intended that the Acquisition will constitute the Qualifying Transaction of the Corporation in accordance with Policy 2.4 of the Exchange.

The Corporation also announces that as part of the Qualifying Transaction, it proposes to advance a refundable deposit to HuntMountain in the amount of $200,000, subject to the final approval of the directors of the Corporation and Exchange acceptance.

Trading in the shares of the Corporation will continue to be halted until such time as all required documents are filed with the Exchange.

Upon completion of the Qualifying Transaction, the Corporation will be classified as a Mining Issuer on the Exchange.

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.

About Sinomar

Sinomar Capital Corp. is a capital pool company and has entered into a share purchase agreement to acquire all of the issued shares of Cerro Cazador S.A., a wholly-owned subsidiary of HuntMountain Resources Ltd.

About CCSA and HuntMountain

Cerro Cazador S.A. ("CCSA"), based in Buenos Aires, is a mineral exploration and development company carrying on exploration operations and owning properties in Argentina. HuntMountain Resources Ltd. ("HuntMountain") is an international exploration company engaged in acquiring and exploring precious metal properties in North and South America. HuntMountain is currently quoted on the Over the Counter Bulletin Board (OTC-BB) market under the symbol "HNTM". CCSA holds interests in six mineral exploration properties, La Josefina, Bajo Pobre, El Gateado, El Overo, El Alazan and El Tordillo, all located in Santa Cruz province, Argentina.

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.

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