St. Eugene Mining Corporation Limited

June 30, 2011 10:18 ET

St. Eugene Signs Letter of Intent for a $12,000,000 Private Placement and Appointment of New Directors

TORONTO, ONTARIO--(Marketwire - June 30, 2011) - St. Eugene Mining Corporation Limited (TSX VENTURE:SEM) ("St. Eugene" or the "Company") is pleased to announce that it has executed a Letter of Intent which defines the essential terms under which it will enter into a definitive agreement with Winston Mining L.P., an affiliate of Churchill Natural Resource Partners, L.P. ("Winston") for a private placement investment of $12,000,000. The Company intends to use the proceeds of the investment to accelerate the development of a producing mine at the Company's Tartan Lake Gold Mine, and for other corporate purposes.

Conditional on the closing of the private placement, the Board of Directors will be strengthened with the appointment of Danny Wettreich, the Managing Partner of Winston, as Chairman and Chief Executive Officer, David McCall, and Thomas Muse as directors. Jennifer Boyle and Wes Hanson will continue as directors, and Ms. Boyle will be appointed Vice Chairman. It is expected at closing that Pamela Strand and Walter Henry will retire from the Board and have agreed to remain Advisors to the Company.

Danny Wettreich has more than 38 years of experience in venture capital, private equity, and management of publicly traded companies. He has been Chairman and CEO of Churchill Venture Capital L.P. a Dallas, Texas private equity business for more than 20 years. He has been a director of public companies listed on NASDAQ, the American Stock Exchange, the London Stock Exchange, the AIM Market of the London Stock Exchange, and the Canadian Vancouver Exchange. These public companies have been in diverse businesses in internet technologies, oil and gas, retailing, telecommunications, media and real estate. He has facilitated 12 private companies to become publicly traded by the reverse merger process. He is a graduate of the University of Westminster with a B.A. in Business. For more information on Mr Wettreich please visit

David McCall is Managing Partner of Gay McCall Isaacks Gordon and Roberts, a leading law firm in Collin County, Texas since 1985. He is also a private equity investor specialising in oil & gas and real estate. He has served as President of both the Collin County and City of Plano Bar Associations. He is actively involved in Collin and Dallas County civic affairs, and is a former Chairman of the Dallas Area Rapid Transit system, former Regent of Baylor University, former Trustee of the Baylor University Medical Center, former Secretary/Treasurer of the Texas High Speed Rail Commission, former President of the Plano Chamber of Commerce, former Director of Plano General Hospital, and former Chairman of the Plano Independent School District Bond Campaign. He received both his B.A. and his J.D. from Baylor University.

Tom Muse is Chairman of Muse, Stancil & Co an international oil and gas consulting firm which he co-founded in 1984. He has over 40 years of experience in developing projects in the petroleum process industry in Texas, Louisiana and the Middle East. He has created and managed companies and joint ventures to develop and operate plants, pipelines, and marketing activities. He has been Chairman and director of several public and private energy companies. He graduated from Louisiana Tech University with a B.S. and a M.S. in Chemical Engineering.

Closing of the transaction will be on or before September 30, 2011. Upon closing, $12,000,000 cash will be paid by Winston in consideration for the issuance of 120,000,000 Units (the "Units") of St. Eugene at a price of $0.10 per Unit. Each Unit shall consist of 1 newly issued common share and one quarter of one common share purchase warrant. Each full warrant shall entitle the holder to acquire one additional common share of St Eugene at a price of $0.14 per share for a period of 18 months from closing. In the event that the common shares of St Eugene trade at $0.30 or higher for a period of 20 days after the date that is 4 months from closing, St Eugene will have the option to accelerate the expiry date of the warrants to 30 days from notice to warrant holders of such accelerated expiry date. The securities issuable under the Units will have a hold period of four months, but irrespective, it is the intention of Winston to hold its shares as a long term investment. Additionally, for a period of two years from closing, Winston may not trade more than 25% of the rolling thirty (30) day volume of shares of St. Eugene traded on the TSX Venture Exchange on any given trading day, without the written approval of the board of directors of St. Eugene, which shall not be unreasonably withheld.

Conditional on closing, CapEx Group Inc. will enter into an agreement to provide St. Eugene with the consulting services of Jennifer Boyle for a period of two years at an annual fee of $150,000 and expenses. In addition, Ms. Boyle will be granted a further 1,000,000 stock options. Also conditional on closing, Winston will enter into an agreement to provide St Eugene with the consulting services of Danny Wettreich for an annual fee of $250,000 and expenses, and Mr. Wettreich will be granted 11,000,000 stock options. At closing, David McCall and Thomas Muse will each be granted 500,000 stock options. A Directors and Officers insurance policy for St Eugene will be established with no less than $5,000,000 per claim.

Conditional on closing, and upon receipt of shareholder consent, the Directors of the Company have also approved: (i) a reverse split of its common shares on a 1 for 10 basis (namely, a share consolidation on the basis of 10 shares for one); and (ii) a change of the name of the Company to Winston Natural Resources, Inc. Additionally, the closing shall be conditional upon Winston raising $12,000,000 for the purpose of subscribing to and completing the private placement investment in St. Eugene.

This transaction in its entirety is subject to regulatory approval as required by the TSX Venture Exchange, and on St Eugene shareholder approval as needed. Either party has the right to terminate the transactions contemplated at anytime prior to closing.

Jennifer Boyle, who is the current CEO and who will become the Vice Chairman at closing states: "I am excited about our new investors, and about working with Danny Wettreich. This financing and strengthened management team will ensure that our shareholders will enjoy the true potential of our gold assets."

Danny Wettreich states: "It is a pleasure to be joining Jennifer Boyle in moving this Company to another level. My objective is that this transaction will transform St Eugene in a relatively short period of time into a cash flowing natural resource business with enhanced prospects for future growth."


This news release of St. Eugene contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause St. Eugene's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding St. Eugene's expectations regarding ownership, entitlements, drilling and exploration activities on properties in which St. Eugene has, or believes it has an interest. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from St. Eugene's expectations. St. Eugene undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise required by law.

Neither the 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

  • St. Eugene Mining Corporation Limited
    Jennifer L. Boyle, B.A., LL.B.
    Chief Executive Officer
    (647) 344.3158 or C: (416) 904.2714

    Churchill Natural Resource Partners, L.P.
    Danny Wettreich
    Managing Partner
    (972) 612.1400