Vistior Capital Limited

April 14, 2009 16:05 ET

Vistior Announces Investment Into Seafield as its Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - April 14, 2009) - Vistior Capital Limited ("Vistior") (TSX VENTURE:VCL) announces a proposed private placement (the "Proposed Transaction") by Visitor of up to 6,796,857 common shares (the "Seafield Shares") of Seafield Resources Ltd. ("Seafield") (TSX VENTURE:SFF) at a price of $0.035 per share for aggregate subscription proceeds of $237,890.

Following the completion of the Proposed Transaction, Vistior will undertake the necessary steps to allow it to distribute the Seafield Shares pro-rata to the shareholders of Vistior (the “Distribution”) and thereafter to be delisted and dissolved (the “Dissolution”). Any Seafield Shares distributed to the Vistior shareholders who are currently holding their shares of Vistior in escrow, will continue to be held in escrow. It is anticipated that all Seafield Shares distributed to the shareholders of Vistior will be subject to a statutory four month hold period.

Vistior intends to make the Proposed Transaction and subsequent Distribution and Dissolution its proposed “Qualifying Transaction” pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”). Seafield does not anticipate any new Control Person (as such term is defined in the TSXV Policies) will be created in connection with the Proposed Transaction.

The Proposed Transaction is an arm's length transaction as the directors and officers of Vistior have no ownership or other interest in Seafield. As part of the regulatory approval process, Vistior has submitted for review to the TSXV a management information circular to be mailed to the shareholders of Vistior in connection with the Proposed Transaction. The common shares of Vistior will remain halted until such time as permission to resume trading has been obtained from the TSXV and submission of required documentation to the TSXV.

Seafield Resources Ltd.

Seafield is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario and has its shares listed on the TSXV under the symbol “SFF”. Seafield is a junior exploration company that is focused on gold exploration in Mexico and Canada. Seafield currently has mining interests in the Elora Project located in the Kenora Mining Division of Northwestern Ontario; the Picachos Property in Durango State, Mexico; and the Tango Property located in the Rosario Mining District, Sinaloa State, Mexico.

The following table sets out selected financial information of Seafield for the nine month period ended September 30, 2009 and the financial years ended December 31, 2007 and 2006:

Nine month Period ended Sept. 30, 2009
Year ended
December 31, 2007
Year ended
December 31, 2006
Net Revenues (Interest Income) Nil $2,341 $9,126
Net (Loss) Income ($62,403) ($670,476) ($123,005)
Total Assets $4,872,256 $4,874,535 $3,267,787
Current Liabilities $67,919 $227,599 $205,941
Earnings per share ($0.00) ($0.03) ($0.01)

Vistior currently has 3,000,000 common shares and 500,000 stock and compensation options to acquire common shares outstanding. The stock and compensation options of Vistior will terminate upon the Dissolution. Seafield currently has 28,501,290 common shares and 2,715,000 stock options and warrants to acquire common shares outstanding.

The current directors and officers of Vistior are: Rami E. Younes (President and Director), Corbet J. Elder (Chief Financial Officer, Secretary and Director), Jill M. Wagman (Director), W. Brent Peters (Director) and James S. Borland (Director). The current directors and officers of Seafield are: Anthony R. Roodenburg (President, Chief Executive Officer and Director), James Pirie (Vice-President, Chief Financial Officer, Secretary and Director), Chris Irwin (Director), Michael E. Power (Director) and William J. McGuinty (Director). Neither the composition of the board of directors nor officers of Vistior or Seafield will be affected by the completion of the Proposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, the TSXV acceptance and if applicable pursuant to the TSXV 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 to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This press release contains "forward looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, estimates and projections as of the date of this press release. Without limitation, statements regarding potential mineralization and resources, exploration results, and future plans and objectives of the Company is forward looking information that involve various degrees of risk. The following are important factors that could cause the Company's actual results to differ materially from those expressed or implied by such forward looking information: changes in the world wide price of commodities, general market conditions, risks inherent in exploration, risks associated with development, construction and mining operations, the uncertainty of future profitability and the uncertainty of access to additional capital. The Company relies on litigation protection for forward looking information.

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.

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