Vistech Capital Corp.
TSX VENTURE : VTK.P

July 08, 2010 18:45 ET

Vistech Capital Corp. Announces Option Agreement for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 8, 2010) - Vistech Capital Corp. (TSX VENTURE:VTK.P) ("Vistech" or the "Company") announces that it has entered into an option agreement dated July 5, 2010 (the "Option Agreement") with HRS Resources Corp. ("HRS") to acquire an undivided 100% interest (the "Option") in the Wildcat property located in British Columbia (the "Proposed Transaction").

Vistech is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and the Proposed Transaction with HRS will constitute the Company's "Qualifying Transaction" in accordance with Exchange Policy 2.4. Upon completion of the Proposed Transaction, Vistech expects to be listed as a Tier 2 Mining Issuer pursuant to the minimum listing requirements of the Exchange.

The Qualifying Transaction is not considered to be a Non-Arms Length Transaction under the policies of the Exchange; accordingly, approval of the Proposed Transaction by Vistech's shareholders will not be required.

The Property

The Wildcat property consists of five mineral claims totaling 3,227 hectares located approximately 65 kilometers north of Fort St. James, 75 kilometers west of Mackenzie and 150 kilometers northwest of Prince George in the Omineca Mining Division of north-central British Columbia (the "Wildcat Property").

During the 1980's and 1990's a significant amount of exploration for alkalic porphyry hosted copper-gold mineralization took place in this part of the province following the discovery of the Mt. Milligan deposits, 12 kilometers to the northeast. A 1989 airborne geophysical survey followed up by ground geophysics identified a large, magnetic (high) anomaly (Grunenberg, 1989; Haslinger, 2004). Further exploration in the area has indicated north trending copper in soil/till anomalies (Day, 1996; Wells, 2005) and anomalous copper, gold, silver and palladium values in altered monzonite porphyry and magnetite bearing gabbro and pyroxenite (Wells, 2005). In 2006 Terrane Metals Corp. conducted 83.5 meter geotechnical drilling program to investigate the possibility of using part of the property as tailings storage for the proposed Mt. Milligan mine (O'Brien, 2007). In the following year, Terrane Metals Corp. completed four exploration diamond drill holes totaling 1039.95 meter on the Wildcat 1 (Duba and Lustig, 2008).

The Wildcat Property is in the Quesnel Terrane of Canadian Cordillera, a Late Triassic to Early Jurassic volcanic arc complex that formed along the western margins of North American craton. On the Wildcat Property, Quesnellia rocks consist of Takla Group volcaniclastic and coherent volcanic rocks, augite porphyritic and andesite in composition, and coeval small stocks and dykes of megacrystic plagioclase monzonite and hornblende±plagioclase monzonite/diorite porphyry. Mineralization occurs as isolated disseminations and blebs of chalcopyrite, secondary malachite, pyrite and magnetite in variably altered mafic volcanic and intrusive rocks.

Drill testing induced polarization chargeability highs and coincident copper in soil/till and rock anomalies encountered anomalously high copper and, in part, gold, silver and molybdenum associated with altered monzonite to diorite porphyries. The previous work on the Wildcat Property was largely concentrated in a small area (Wildcat 1), leaving the rest largely unexplored. The Wildcat Property represents an excellent early stage copper and gold prospect that warrants significantly more exploration. The potential exists for expanding already known areas of copper-gold porphyry style mineralization similar to the nearby Mt. Milligan deposit and finding new mineralized systems. A three stage exploration program costing $992,000 is recommended. Phase 1 and Phase 2 are designed to develop copper and gold targets using airborne high sensitivity Magnetic-Electromagnetic survey (170 kilometers), three dimensional induced polarization (60 kilometers) and geological mapping, prospecting and trenching. Phase 3 exploration involves more detailed target definition and 2200 meter NQ diamond drilling.

Terms of the Proposed Transaction

Pursuant to the Option Agreement, HRS will grant the Option to Vistech subject to a 2% net smelter returns royalty. Vistech can exercise the Option by meeting the following obligations:

Due Dates Cash Payments Shares Exploration Expenditures
First anniversary of Exchange approval of the Option Agreement     CDN $200,000 on professionally documented geophysical surveying or diamond drilling
Second anniversary of Exchange approval of the Option Agreement     CDN $400,000 on professionally documented geophysical surveying or diamond drilling
Third anniversary of Exchange approval of the Option Agreement CDN $500,000 50,000  
Fourth anniversary of Exchange approval of the Option Agreement CDN $75,000 75,000  
Fifth anniversary of Exchange approval of the Option Agreement CDN $100,000 75,000  
Sixth anniversary of Exchange approval of the Option Agreement CDN $150,000 75,000  
Seventh anniversary of Exchange approval of the Option Agreement CDN $200,000 150,000  
Each additional anniversary date of Exchange approval of the Option Agreement. (To be treated as advance payments against 2%NSR.) CDN $50,000    

Vistech has obtained a National Instrument 43-101 technical report on the Wildcat Property. Vistech will file the report with the Exchange as soon as it is available.

In connection with the Qualifying Transaction and to reflect the industry in which the Company will then be involved, the Company expects to change its name to "Cayden Resources Inc." or such other name as may be acceptable to applicable regulatory authorities.

The Financing

Vistech intends to complete an equity financing to raise up to CDN$3,600,000 (the "Private Placement") concurrent with the closing of the Proposed Transaction by way of a non-brokered private placement at an intended price of CDN $1.20 per share. Vistech may pay finder's fees on the Private Placement in accordance with the policies of the Exchange, and applicable securities laws.

The net proceeds of the Private Placement will be used to fund the acquisition of the Option and other costs associated with the Qualifying Transaction, the work program recommended on the Wildcat Property, maintenance of the Wildcat Property and to provide general working capital.

Management

The current directors and officers of the Company will remain as directors and officers of the Company following completion of the Qualifying Transaction, with the exception of Adam Cegielski who will resign as a director, Ivan Bebek who will resign as Chief Financial Officer but will remain as President, Chief Executive Office, and a director of the Company and Shawn Wallace who will resign as Corporate Secretary but will remain as Chairman and a director of the Company. Daniel McCoy and Peter Rees will be appointed as new directors of the company and Mr. Rees will be appointed Chief Financial Officer and Corporate Secretary.

The following is a brief summary of the proposed directors and officers:

Ivan Bebek – Chief Executive Officer, President and Director

Mr. Bebek has spent the last 10 years financing premier junior resource companies and has been instrumental in the raising of significant risk capital for exploration companies. Mr. Bebek has experience in foreign negotiations and acquisitions and has developed a very strong international financial network. His ability to structure and position strategic financial partners has helped lead the companies he has been associated with to great success. Mr. Bebek also sits on Keegan Resources Inc.'s advisory board where he has been instrumental in arranging all of Keegan's financings.

Shawn Wallace - Chairman and Director

Mr. Wallace has spent the last 20 years as a consultant to many successful junior mining companies where he was instrumental in building first class mining exploration and development projects. Currently, Mr. Wallace is Executive Chairman and Director of Keegan Resources Inc. His particular expertise in corporate development, finance and international mining deal structure and M&A activity will be instrumental in guiding the Company forward.

Peter Rees - Chief Financial Officer, Corporate Secretary and Director

Mr. Rees is a Chartered Accountant who has worked with Canadian and US publically listed mining companies for the past 6 years. Mr. Rees currently holds the position of Corporate Controller at Keegan Resources Inc., a mineral exploration and development company focused on bringing its Esaase Project in West Africa to commercial production. Previously, Mr. Rees was a Manager at Deloitte and Touche LLP where he focused on providing both audit and consulting services to a number of Vancouver's largest public mining companies. Mr. Rees also holds a Bachelor of Mechanical Engineering degree from McGill University.

Daniel McCoy - Director

Mr. McCoy obtained his PhD at the University of Alaska and has worked extensively in the exploration sector for over 22 years and has wealth of experience in Nevada, Alaska and Canada. He has explored for most prominent types of gold deposits, including Carlin-type, intrusion-related, epithermal, and Archaen greenstone systems. Mr. McCoy was employed at Placer Dome where he coordinated acquisitions and field programs for Placer's Nevada generative exploration office.

Benjamin Gelber - Director

Mr. Gelber completed his Bachelor of Science (Geology) at the University of British Columbia in November 2002. He has been working as a project geologist for Keegan Resources Inc. since January 2008. Prior to that he worked as a geologist for Archer, Cathro & Associates (1981) Limited from June 2005 to January 2008; for Piteau Associates Ltd. from January 2005 to June 2005 and for Stantec Consulting from January 2003 to January 2005.

Sponsorship

Sponsorship of a Qualifying Transaction of a Capital Pool Company is required by the Exchange unless an exemption from the sponsorship requirement is available. Vistech intends to apply to the Exchange for an exemption from the sponsorship requirement. There can be no assurance that the exemption will be granted. In any event, an agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Trading Halt

In accordance with Exchange policies, Vistech's common shares are currently halted from trading and will remain so until the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange. The Vistech common shares may remain halted until completion of the Qualifying Transaction.

Conditions for Completion

Trading of the common shares of Vistech has been halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction.

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.

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

  • Vistech Capital Corp.
    Ivan Bebek
    President, Chief Executive Officer and Director
    (604) 307-5808
    (604) 683-8194 (FAX)