Urban Select Capital Corporation

Urban Select Capital Corporation

November 02, 2011 03:00 ET

Urban Select Capital Corporation: Announces Letter of Intent with Vena Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 2, 2011) - Urban Select Capital Corporation. (the "Company") is pleased to announce that it has entered into a letter of intent ("LOI") with Vena Resources Inc. ("Vena"), a company listed on the Toronto Stock Exchange. Pursuant to the terms of the LOI, the Company and Vena have agreed to establish a new company focused on gold exploration and development in Northern Peru. The new company is expected to be called Granja Gold Inc. ("Granja").

Pursuant to the LOI, the Company has agreed to: (i) incorporate Granja as a wholly-owned subsidiary of the Company; (ii) transfer cash to Granja in consideration for common shares of Granja and distribute these common shares to the Company's shareholders pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"); and (iii) assist Granja with completion of an anticipated $2,000,000 non-brokered private placement financing (the "Financing") to be completed following the entering into of the Definitive Agreement (as defined herein). The Company will seek approval of the Plan of Arrangement at an annual and special general meeting of its shareholders to be held on December 19, 2011 (the "Meeting"). Further information regarding the LOI and the Plan of Arrangement will be set forth in the notice of meeting and information circular to be prepared in connection with the Meeting. Should the Plan of Arrangement receive approval at the Meeting, it is anticipated that the Plan of Arrangement will be made effective shortly thereafter. Upon completion of the Plan of Arrangement, Granja will become a reporting issuer in British Columbia and Alberta. Completion of the Plan of Arrangement is subject to the approval of the Supreme Court of British Columbia and the TSX Venture Exchange.

Subject to completion of the Plan of Arrangement, Granja and Vena anticipate entering into a definitive agreement (the "Definitive Agreement") whereby Granja will acquire, in consideration for the issuance of 10,000,000 common shares of Granja, 100% of Vena's interest in Granja de Oro SAC, a Peruvian company controlled by Vena (the "Acquisition"), which in turn owns three early stage exploration projects in northern Peru (the "Properties"). Should Granja and Vena enter into the Definitive Agreement, the Acquisition will be subject to a number of conditions, including: completion of the Financing; delivery by Vena of a National Instrument 43-101 compliant technical report in respect of one of the Properties; and satisfactory due diligence. Should the Plan of Arrangement be implemented, the Definitive Agreement be entered into and the Acquisition be completed, it is expected that shareholders of the Company will:

  • retain their current interest in the Company;
  • obtain an approximate 4% interest in Granja, an exploration and development company with properties in northern Peru; and
  • through their interest in the Company, receive the benefit of the Company's approximate 5% interest in Granja.

Should the Plan of Arrangement be completed, it is anticipated that the Definitive Agreement will be entered into on or before February 28, 2012 with completion of the Acquisition to be completed shortly thereafter. The Company and Vena are at arm's length.


Urban Select Capital Corporation is global investment management, financial advisory and private equity firm focused on investing growth capital into private and public companies in a broad range of sectors including renewable energy, natural resources, chemicals, agriculture and consumer retail services. Urban Select's management team is composed of investment professionals combining an Asian background with Western education and extensive experience in investment banking, venture capital and fund management in Canada, China and the U.S.

Caution Regarding Forward-Looking Statements – This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company, including with respect to completion of the Plan of Arrangement, the entering into of a Definitive Agreement, completion of the Financing, completion of the Acquisition and the anticipated results thereof. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. There is no guarantee that any of the Plan of Arrangement, the entering into of the Definitive Agreement, the Acquisition or the Financing will be completed as proposed or at all. The Plan of Arrangement remains subject to approval of the Company's shareholders, the Supreme Court of British Columbia and the TSX Venture Exchange. The Acquisition is subject to completion of the Plan of Arrangement, execution of a Definitive Agreement and completion of the Financing, among other things. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf except as 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

  • Urban Select Capital Corporation
    David Yoo
    Chief Financial Officer and Managing Director
    (604) 689-0618 or 1-866-689-0168
    (604) 689-0628 (FAX)