Turnberry Resources Ltd.

September 01, 2011 17:52 ET

Turnberry to Acquire Wildhorse Property in North-Eastern British Columbia from Eagle Plains

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 1, 2011) - Turnberry Resources Ltd. (TSX VENTURE:TUR.P) ("Turnberry" or, the "Company"), a Vancouver based Capital Pool Company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into an Option Agreement dated effective September 1, 2011 with Eagle Plains Resources Ltd.("Eagle Plains") (TSX VENTURE:EPL), to earn up to a 75% interest in the Wildhorse Property located 30 km north-east of Cranbrook in British Columbia, Canada.

The Option Agreement, if completed, will constitute the Company's "Qualifying Transaction" under the Exchange's policies. The Option Agreement constitutes an arm's length transaction and, in accordance with Exchange policies, will not be subject to shareholder approval.

Option Agreement

Under the terms of the Option Agreement, Turnberry will acquire a 60% interest in the Wildhorse Property in exchange for aggregate payments and share issuances to Eagle Plains of $495,000 and 950,000 post sub-division common shares (please see below under "Proposed Share Sub-Division") over a period of five years, and by incurring expenditures of $4,900,000 on the Wildhorse Property over the same time period. Upon Turnberry earning a 60% interest in the Wildhorse Property, a joint venture will be formed between the parties.

Turnberry is entitled to earn a further 15% interest in the Wildhorse Property, for an aggregate 75% interest, by making all expenditures required to deliver a bankable Feasibility Study on the Wildhorse Property by no later than the eighth anniversary of the date of regulatory approval of the Qualifying Transaction.

The Wildhorse Property is subject to a 4% gross metal royalty ("GMR") payable to Eagle Plains, of which 2% may be bought out by Turnberry for $2,000,000 within 3 years of the commencement of commercial production. As well, Turnberry will have the right of first refusal on the sale of the GMR.

Upon completion of the Qualifying Transaction, all securities of Turnberry held by Principals of Turnberry (as such term is defined in the Exchange's policies) will be held in escrow in accordance with the policies of the Exchange.

Proposed Share Sub-Division

Subject to necessary approvals and prior to closing the transactions underlying the Qualifying Transaction, Turnberry anticipates sub-dividing its outstanding common shares on a three for one basis.

Proposed Private Placement

Turnberry proposes to complete, concurrently with the closing of the Qualifying Transaction, a non-brokered private placement of up to 10,400,000 units of the Company at a price of $0.05 per unit, for gross proceeds of up to $520,000. Each unit will consist of one post sub-division common share and one post sub-division common share purchase warrant. Each warrant will entitle the holder to acquire one additional post sub-division common share of the Company at a price of $0.10 a share for period of five years from closing.

The proceeds of this private placement will be used to fund the costs associated with completing the Qualifying Transaction, the proposed work programs on the Wildhorse Project, and for general working capital purposes.

The Resulting Issuer

On closing of the Qualifying Transaction and the non-brokered private placement (assuming the maximum 10,400,000 units are issued under the private placement), Turnberry will be classified as a natural resource issuer and will have approximately 16,700,000 issued post sub-division common shares and 10,400,000 post sub-division warrants outstanding that entitle the holders to purchase an equal number of common shares. A total of 150,000 directors' and officers' stock options and up to 300,000 agent's warrants will also be outstanding (each on a post sub-division basis).

Directors, Officers and other Insiders

On completion of the Qualifying Transaction, the directors, senior officers, insiders and senior advisors of the resulting issuer are anticipated to be:

David E. De Witt, Chief Executive Officer and Director

Mr. De Witt is a founder and chairman of Pathway Capital Ltd., a Vancouver based private venture capital company. Mr. De Witt graduated with a BComm/LLB from the University of British Columbia in 1978 and practiced corporate, securities and mining law until his retirement from the practice of law in January 1997. He currently holds directorships in a number of public companies involved in the natural resource field and has experience in resource projects located in Latin America, North America and Asia.

Chris Cooper, Director

Mr. Cooper has over fourteen years experience in oil and gas management and finance. Mr. Cooper earned a Bachelor of Business Administration degree from Hofstra University and an MBA from Dowling College. Mr. Cooper co-founded several successful junior and intermediate oil and gas companies including Benchmark Energy Corp., Choice Resources Corp., Watch Resources Ltd. and Banks Energy Inc.

Robie Kendall Sterling, Director

Mr. Sterling has acted as a lumber trader for more than 20 years in the province of British Columbia. Prior to this time, Mr. Sterling attended British Columbia Institute of Technology and received a diploma in marketing.

Jason Tong, Chief Financial Officer

Mr. Tong is a Chartered Accountant and holds a Bachelor's of Commerce Degree in Accounting from the University of British Columbia. Mr. Tong is currently the Controller of Pathway Capital Ltd., a Vancouver based private venture capital firm. Previously he was a senior accountant at an international shipping company and a professional staff accountant at an international accounting firm where he gained experience in financial reporting and corporate budgeting.

Charles Warren Beil, Corporate Secretary

Mr. Beil is the General Counsel to Pathway Capital Ltd., a private venture capital firm headquartered in Vancouver, British Columbia. Prior to joining Pathway, Mr. Beil practiced corporate and securities law with a leading international law firm headquartered in Vancouver, British Columbia.

The Vendor

Eagle Plains is a company incorporated under the laws of Alberta and extra-provincially registered in British Columbia. The common shares of Eagle Plains currently trade on the TSX Venture Exchange.

Conditions Precedent

The parties' obligations to complete the Option Agreement are subject to the satisfaction of the usual conditions precedent including obtaining all necessary approvals of the Exchange to the Qualifying Transaction and the transactions underlying the Option Agreement.

Summary of the Wildhorse Project

The Wildhorse Property is located in the Rocky Mountains (Latitude 49° 44' N, Longitude 115°38 W), 17 kilometers north of Fort Steele in the Fort Steele Mining Division, on NTS mapsheet 082G063. The Wildhorse Property is situated 30 kilometers northeast of Cranbrook, B.C. The claim group consists of a single converted MTO claim unit located on the east side of Wildhorse Creek. The converted Wildhorse claim is the result of the consolidation of Eagle Plains historic Wildhorse 1 and 2 and Dardenelles 1 and 2 claims.

The Wildhorse claim unit is located on the east side of the Wildhorse River, an historic placer-gold producing area in southeastern British Columbia. In the late 1800's over 1,000,000 ounces of gold were reported to have been extracted from its gravels. The location of the claim coincides with the furthest reported upstream placer gold occurrences.

The 355.24 hectare claim unit overlies Middle Proterozoic Creston and Aldridge Formation Belt Purcell Supergroup stratigraphy.

The northern portion of the Wildhorse claim unit along Copper Creek is host to a showing within the overlying Creston Formation. South of Copper Creek within the central portion of the claim unit is the intermittent past producing Dardenelle prospect. Historically this area was known as the Dardenelle and Motherlode Crown grants which were surveyed by the Crown in 1898. An arrastra was built on nearby Victoria Creek to process gold-bearing massive quartz from two adits drifted on the Dardenelle claim at the end of the nineteenth century.

Eagle Plains completed a 9 hole, 731 metre NQ size diamond drill program in 2008 which was designed to expand the known dimensions of a previously exploited quartz vein system. Drilling was extended to depth and predominantly north and southerly resulting in both lateral and depth extensions to the massive quartz vein occurrence. In part the southerly directed drill holes revealed an increase in thickness of the upper quartz vein.

Further technical information concerning the Wildhorse Property will be disclosed following completion of a technical report in accordance with National Instrument 43-101, which is presently being prepared.


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.

Trading in the Company's common shares on the Exchange will be halted pending completion of the Qualifying Transaction.

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

All scientific and technical disclosure relating to the Wildhorse Property contained in this news release has been provided by Eagle Plains and has been reviewed and approved by Tim J. Termuende, P.Geo., who is the President and CEO of Eagle Plains and a "qualified person" within the meaning of National Instrument 43-101.


David De Witt, Chief Executive Officer and Director

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Statements

This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements include, but are not limited to, statements with respect to the completion of the qualifying transaction, the completion of the transactions contemplated by the option agreement between Turnberry Resources Ltd. and Eagle Plains Resources Ltd., the completion of the proposed share sub-division and or the completion of the proposed private placement financing. Forward-looking statements are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Certain of the statements made herein by Turnberry Resources Ltd. are forward-looking and subject to various risks and uncertainties, both known and unknown, many of which are beyond the ability of Turnberry Resources Ltd. to control or predict. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Forward-looking information is subject to known and unknown risks and uncertainties that may cause Turnberry Resources Ltd.'s actual results, performance or achievements may be materially different from those expressed or implied by such forward-looking information, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, mine development and production costs, the projected life of the Company's mines, future production levels, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in production and operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, and other related risks and uncertainties. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Turnberry Resources Ltd.
    C. Warren Beil
    Corporate Secretary
    (604) 628-1168
    (604) 688-0094 (FAX)