Turnberry Resources Ltd.
TSX VENTURE : TUR.P

February 20, 2012 19:22 ET

Turnberry Provides Update on Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 20, 2012) - 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 providing an update on the status of its "Qualifying Transaction" further to its news release dated September 1, 2011.

Qualifying Transaction - Update

The Company is pleased to announce that it has received Exchange conditional approval to close its "Qualifying Transaction".

The Company is also pleased to announce that it has posted a Filing Statement dated February 20, 2012 on SEDAR (www.sedar.com) disclosing the details of its Qualifying Transaction and concurrent private placement financing. The Qualifying Transaction is scheduled to close on or about March 1, 2012 and remains subject to final Exchange approval.

The Company entered into an option agreement dated effective September 1, 2011 with Eagle Plains Resources Ltd. ("Eagle Plains") 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"). The Option Agreement constitutes an arm's length transaction and, in accordance with Exchange policies, will not be subject to shareholder approval.

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 "Turnberry to Proceed with Share Subdivision") over a period of five years, and by incurring expenditures of C$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 Option Agreement, all common shares 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.

Turnberry to Proceed with Share Subdivision

Turnberry is pleased to announce that the Company is proceeding to complete the subdivision of its outstanding common shares on the basis of three (3) new shares for every one (1) old share. The subdivision is being effected in anticipation of the Company's Qualifying Transaction first announced on September 1, 2011 (as discussed above).

The directors have set a record date of February 15, 2011 for the subdivision. Within five business days following the record date, the Company's registrar and transfer agent will mail, to the shareholders of record, share certificates representing the additional shares they are entitled to as a result of the subdivision.

The following table sets forth the effect the subdivision will have on the Company's outstanding securities as of the date hereof:

Before the Subdivision After the Subdivision
(Number and type of outstanding security) (Number and type of outstanding security)
2,100,000 common shares 6,300,000 common shares
50,000 incentive stock options exercisable to purchase 50,000 common shares at an exercise price of $0.20 per share. 150,000 incentive stock options exercisable to purchase 150,000 common shares at an exercise price of $0.10 per share
100,000 agent's compensation warrants exercisable to purchase 100,000 common shares at an exercise price of $0.20 per share
300,000 agent's compensation warrants exercisable to purchase 300,000 common shares at an exercise price of $0.10 per share

The above table does not take into consideration the 10,600,000 common shares of the Company to be issued on the closing of the proposed private placement (see below).

The Company has made the necessary filings with the TSX Venture Exchange to complete the subdivision. The proposed subdivision remains subject to final Exchange approval. The Company will also not be changing its name in conjunction with the subdivision.

Proposed Private Placement - Update

The company has received conditional approval to undertake, concurrently with the closing of the Qualifying Transaction, a non-brokered private placement of up to 10,600,000 units of the Company at a price of $0.05 per unit, for gross proceeds of up to $530,000. 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 Company received approval from the Exchange to increase the size of the private placement from 10,400,000 units, as disclosed in the Company's September 1, 2011 news release, to 10,600,000 units, as described above.

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 Company will issue a news release announcing the closing of the Private Placement.

Directors and Officers of the Resulting Issuer

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.

Robert F. Blair, Director

Mr. Blair previously acted as the Vice-President, Exploration for Avanti Mining Corp. From 1989-1999 he was Chief Geologist for Cyprus Amax Inc. Since 1999, he has been a consulting economic geologist. Prior to 1989, Mr. Blair was Chief Geologist for Coeur d'Alene Mines and Geology Superintendent at the Coeur Rochester Mine. Before 1986, Mr. Blair was Senior Technical Specialist for the Getty Minerals Division of Getty Oil; Consulting Geologist for Perry, Knox, Kaufman; and Chief Geologist for Oceanic Oil. From 1961 to 1969 he was a geologist at the Climax mine and then Senior and Resident Geologist for the Urad-Henderson operations of the Climax Molybdenum Division of Amax Inc. Mr. Blair was one member of the team of three geologists directly responsible for the discovery of the world-class Henderson molybdenum mine at Red Mountain, Empire, Colorado. He has more than 35 years of experience directly devoted to the exploration and discovery of porphyry molybdenum and copper deposits.

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.

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

ON BEHALF OF TURNBERRY RESOURCES LTD.

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, the completion of the proposed private placement financing and or the changes to the directors and officers of the Turnberry Resources Ltd. 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)