Timer Explorations Inc.

May 12, 2008 16:44 ET

Timer to Acquire Saskatchewan Potash Permit Applications and Complete Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2008) - Timer Explorations Inc. ("Timer" or the "Company") (TSX VENTURE:TES) is pleased to announce that it has signed a Memorandum of Agreement (the "Peninsula Agreement") with Peninsula Merchant Syndications Corp. ("Peninsula") to purchase indirectly all of Peninsula's right, title and interest in and to two potash exploration permit applications known as KP 416 and KP 417 (the "Applications"), located in Saskatchewan, for aggregate consideration of $1.95 million in cash, a $1.75 million unsecured convertible debenture and the assumption of Peninsula's obligations to pay Potash One Inc. ("Potash One") approximately $2.6 million in cash, all as more particularly described below (such transaction being the "Acquisition"). Concurrently with the completion of the acquisition of the Applications, Peninsula has agreed to arrange a private placement (the "Private Placement") of units of Timer for gross proceeds of up to $8.4 million on the terms described below and Timer has agreed to appoint new directors and officers.

Timer is acquiring the Applications by acquiring a wholly-owned subsidiary of Peninsula ("ApplicationCo") that holds the rights to acquire the Applications from Potash One under the terms of a Purchase and Sale Agreement (the "Potash One Agreement") between the two companies.

Peninsula is private merchant bank controlled by Sam Magid, a former founding partner of Salman Partners, and is at arm's length to Timer. Potash One is a publicly listed potash exploration company (TSX VENTURE:KCL), also at arm's length to Timer and to Peninsula.

The Permit Applications

The two Applications are contiguous and cover a combined area of 187,360 acres with the closest parts of the areas subject to the Applications located approximately 35 kms northeast of the town of Esterhazy, and approximately 20 kms northeast of the operating Esterhazy K1 and K2 underground potash mines owned by Mosaic Potash Esterhazy. The southernmost boundary of the Application is located some 45 kms from Potash Corporation of Saskatchewan's Rocanville Mine (to see the attached map, please click on the following link: http://media3.marketwire.com/docs/tes0512.pdf).

The KP 416 and KP 417 Applications are in close proximity to existing rail, road, and electricity grids, which are expected to facilitate any future development.

The database of historic drilling maintained by the Saskatchewan government includes two historic drill holes completed in 1962 and 1963 on the KP 416 permit application area that encountered significant potash intersections. The Canberra Langenburg drill hole 16-29-22-30 W1M intersected the top of the Prairie Evaporite Formation at 776.5 meters drilled depth. Assay results taken from core cut in the Esterhazy Member show 3.3 meters from 791.2 meters to 794.5 meters at a weighted average grade of 21.5% K20 (34.1% KCl), 9.7% carnallite and 0.9% water insolubles. Approximately 9 kilometers to the west the Canberra Langenburg drill hole 13-34-22-31 W1M intersected the top of the Prairie Evaporite Formation at 832.6 meters drilled depth. Assay results taken from core cut in the Esterhazy member show 3.6 meters from 837.6 meters to 841.2 meters at a weighted average grade of 21.6% K20 (34.1% KCl), 11.8% carnallite and 0.7% water insolubles.

This historical drill data is reported for information purposes only. This drilling information was not collected under current NI 43-101 reporting standards. This drilling information has not been verified by Timer and therefore should be considered unreliable until further work confirms such results. Currently there is no NI 43-101 compliant report on the areas subject to the Applications nor are there measured, indicated or inferred resources. Investors are cautioned that even if the potash rich horizon in the historic drill data is confirmed, it does not guarantee economic quantities of potash are present.

North Rim Exploration Ltd., of Saskatoon, Saskatchewan, has been commissioned to complete a technical report compliant with NI 43-101 on the KP 416 and KP 417 permit application areas.

The Applications have been filed with the Saskatchewan Mines Branch, but the permits relating to such Applications have not been granted, and there is no certainty that the permits will be issued in the form applied for or at all, and if granted, may be in form and size significantly different from that requested.

The technical content in this news release has been read and approved by Stephen P. Halabura P.Geo., a consultant to Potash One and Principal Geologist and Owner of North Rim Exploration Ltd., a Professional Geologist licensed in Saskatchewan and a Qualified Person as defined by National Instrument 43-101. Mr. Halabura is independent of Timer and Peninsula but is not independent of Potash One as he is a shareholder of that company.

Name Change and Share Split

Under the agreement with Peninsula, Timer has agreed to change its name to "Potash North Corporation" and to complete a subdivision of its shares (the "Share Split") on a 2 (new) for 1 (old) basis prior to the resumption of trading.

All of the unit prices, share prices, unit numbers and share numbers set forth in this news release are stated on a post-Share Split basis.

The Purchase Price

Under the Peninsula Agreement, Timer must pay Peninsula $1.95 million in cashand an unsecured debenture in the principal amount of $1.75 million (the "Debenture") for all of the shares of ApplicationCo. The consideration is payable in two tranches with $1.125 million in cash payable upon the purchase of the shares of ApplicationCo by Timer and the balance payable/issuable within 15 days following the issuance of a permit in respect of at least one of the Applications. In addition, on the completion of the Acquisition, Timer shall assume all of AcquisitionCo's remaining obligations to Potash One under the Potash One Agreement, including the obligation to pay Potash One $2,597,880 on the conditions described below.

The Debenture will bear interest at the rate of 6% per annum, payable as to principal and interest on the date that is 18 months from the closing of the Acquisition. Timer shall not be entitled to prepay the Debenture prior to maturity and Peninsula shall not be entitled to demand early repayment (unless Timer is in breach of its obligations to Peninsula or upon other customary events of default). The outstanding principal amount of the Debenture shall be convertible, at the sole option of Peninsula, into units of Timer (the "Debenture Units") at $0.35 per Debenture Unit, upon 61 days written notice, with each such Debenture Unit consisting of one post-Share Split common share of Timer and a warrant (an "Debenture Warrant") to acquire a further post-Share Split common share, such Debenture Warrants being exercisable at a price of $0.50 per share for two years. Interest on the Debenture may be similarly converted into units consisting of one share and one warrant, however the deemed price per unit and the warrant exercise price shall be equal to the minimum price permitted by the TSX-V for the conversion of interest into equity.

The Potash One Agreement

On completion of the Acquisition, Timer will assume all of the obligations of ApplicationCo under the Potash One Agreement. Under the Potash One Agreement ApplicationCo must pay Potash One $2,597,880 upon the later of: (a) 30 days after the date of the issue of the permits relating to the Applications and, (b) subject to at least one permit being issued relating to the Applications, September 30, 2008.

Potash One also holds rights under the Potash One Agreement to: (a) subscribe for a sufficient number of units in the Private Placement so that it will hold approximately 13% of the outstanding common shares of the Company, on a non-diluted basis, following the Acquisition and the Private Placement; and (b) nominate a director to the Board of Timer until the later of (i) one year following the closing of the Acquisition, and (ii) such time as such time as Potash One holds less than 5% of the outstanding voting shares of Timer.

In accordance with the Potash One Agreement Timer will provide Potash One with a right permitting it to purchase up to 20% of any equity securities, other than stock options, issued by Timer for cash following the closing of the Acquisition and the Private Placement, such right being exercisable until the earlier of: (a) such time as Potash One holds less than 5% of the outstanding voting shares of Timer, and (b) such time as Timer has completed at least three offerings of equity securities. The Potash One Agreement also provides that Potash One shall not be entitled to exercise warrants held by it or otherwise acquire equity securities of Timer if it would result in Potash One holding greater than 20% of the outstanding voting securities of Timer without the consent of Timer, except if it makes a formal takeover bid for the securities of Timer.

The Private Placement

To fund the Acquisition and the anticipated exploration program on the properties, Timer will undertake a non-brokered private placement of a minimum of 20 million and a maximum of 24 million units at $0.35 per unit, each such unit being the same as a Debenture Unit (all such figures on a post-Share Split basis).

Peninsula will be paid a finder's fee, in cash, equal to 7.5% of the aggregate gross proceeds raised from the Private Placement from investors other than Peninsula and persons not at arm's length to Timer.

Peninsula, Potash One and the other investors in the Private Placement will agree not to exercise their rights to acquire shares of Timer where such acquisition would result in any such person owning or controlling more than 20% of the outstanding voting shares of Timer, unless such person either: (a) receives the written consent of the TSX-V, which consent may be conditioned upon obtaining Timer shareholder approval, or (b) makes a formal take-over bid for the shares of Timer pursuant to applicable securities legislation.

New Directors, Officers and Investor Relations Consultants

Under the Peninsula Agreement, Peninsula has the right to nominate one person, and has the right to nominate one person that is acceptable to both Peninsula and Timer, as management nominees for election to the Board of Directors of Timer until the later of: (a) one year following the closing of the Acquisition and the Private Placement, and (b) such time as Peninsula holds or has the right to acquire less than 5% of the outstanding voting shares of Timer.

Concurrent with the completion of the Acquisition and Private Placement, Timer will appoint Craig A. Angus as President and Chief Executive Officer and Doris Meyer as Chief Financial Officer and Corporate Secretary. David Baker will resign as an officer, but will remain on the Board. At that time, Brent Peters and J. Earl Terris will resign as directors of Timer and Timer will appoint the following persons to its Board: (a) Terry Eyton (a Peninsula nominee), (b) Paul F. Matysek (a Potash One nominee), and (c) Craig A. Angus (a nominee that is independent of each of Peninsula and Potash One).

Mr. Eyton, FCA, is the Chief Financial Officer of Peninsula and a partner with Topping, Eyton and Partners, Chartered Accountants and is a director and Chairman of the Audit Committee of several publicly-listed mineral exploration companies. Ms. Meyer, a member of the Certified General Accountants of British Columbia and Canada, brings to the Company her 25 years experience as Chief Financial Officer and/or Corporate Secretary of publicly-listed mineral exploration companies. Mr. Matysek is an experienced geochemist/geologist with a Bachelor of Science degree and a Masters of Science degree in Geology. Mr. Matysek has held management and director positions with several natural resource exploration and development companies. As a nominee of Potash One, Mr. Matysek's expertise is expected to not only enhance the value of Potash One's investment in the Company, but increase value for all shareholders.

Mr. Angus, Mr. Eyton, Mr. Matysek, Mr. Baker and Ms. Meyer will also be granted options to purchase an aggregate of 2,400,000 shares of Timer, on a post-Share Split basis, such options being exercisable for 5 years at an exercise price of $0.35 per share.

Kin Communications Inc. will be appointed as an investor relations consultant for a monthly fee of $7,500 and the grant of options to purchase up to 350,000 shares of Timer, on a post-Share Split basis, exercisable for 5 years at an exercise price of $0.35 per share, options. Alren Hansen, President of Kin Communications, is an experienced investor relations professional who has knowledge specific to the potash industry.

Conditions of Closing

The parties' obligations to complete the Acquisition and the Private Placement are subject to TSX Venture Exchange approval of all elements of these transactions on terms acceptable to the parties, satisfactory results of due diligence and settlement of formal documentation. Closing of each of the Acquisition and the Private Placement is conditional on the closing of the other and subject to receipt of subscriptions for at least 20 million Units to the Private Placement.


David Baker, President

This press release contains "forward-looking information" that is based on Timer's current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Timer's mineral discoveries, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Timer's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related to drilling results; the ability to raise sufficient capital to fund exploration; changes in economic conditions or financial markets; changes in prices for Timer's mineral products or increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters.

This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully
and readers should not place undue reliance on such forward-looking information. Timer disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Timer Explorations Inc.
    David Baker
    (604) 685-3317
    (604) 684-8724 (FAX)