VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 24, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Druk Capital Partners Inc. ("Druk" or the "Company") (TSX VENTURE:DRU.P), a capital pool company, is pleased to announce that it has completed its qualifying transaction consisting of the acquisition of 100% of QMX Gold Corporation's ("QMX") (TSX:QMX)(OTCQX:QMXGF) right, title and interest in the Rouyn-Noranda base/precious metal camp (the "Project") located in Rouyn-Noranda, Quebec (the "Transaction"), as more fully described in the Company's filing statement dated September 13, 2012 filed on SEDAR (the "Filing Statement"). The Project consists of an aggregate of 2,185 claims and the Company's material property is the Noralex Property, which comprises an aggregate of 173 mining claims covering an aggregate of 7,382.21 hectares. The National Instrument 43-101 report for the Noralex Property is available at www.sedar.com.
The Company has filed final documents with the TSX Venture Exchange (the "Exchange") with respect to the Transaction and will begin trading as a Tier 2 mining issuer on the Exchange on Tuesday, September 25, 2012 under its new name "Falco Pacific Resource Group Inc." and under the trading symbol "FPC" (the "Resulting Issuer").
Further to the Company's news release dated September 14, 2012, the Company acquired the Project from QMX by paying to QMX, subject to certain adjustments in the Company's favour, the sum of $5,000,000 and issuing to QMX 7,000,000 common shares of the Company, said shares have been placed in a three year escrow agreement pursuant to the policies of the Exchange and a portion of which are subject to additional voluntary escrow provisions and the pooling and sale agreement as more fully described in the Filing Statement.
Pursuant to two assignment agreements dated August 22, 2012 among the Company, QMX and Xstrata Canada Corporation ("Xstrata"), Xstrata, concurrently with the closing of the Transaction, assigned to the Company all of its right, title and interest in an asset purchase agreement dated March 28, 2011, as amended by agreement dated July 29, 2011 (the "Xstrata Agreement"), a joint venture agreement with Xstrata in connection with the West Ansil property, a royalty agreement, an assumption and indemnity agreement and a renunciation agreement. The Company also executed a deed of hypothec (the "Hypothec') in favour of Xstrata, which may be subordinated at any time in favour of any lender providing financing to the Resulting Issuer.
In connection with the Transaction, the Company issued to arm's length finders an aggregate of 440,000 finders' shares at a deemed price of $0.25 per share. These finders' shares are subject to a four month hold period expiring on January 21, 2013.
The subscription receipts issued pursuant to an oversubscribed concurrent financing for gross proceeds to the Company of $6,570,500 (the "Concurrent Financing") have also been converted into common shares of the Company with no further action required by the subscribers. The securities issued pursuant to the first, second and third tranches of the Concurrent Financing are subject to four month hold periods expiring on November 19, 2012, November 26, 2012 and January 12, 2013, respectively. The Company has paid cash finder's fees to certain arm's length parties in connection with the Concurrent Financing of 3.5%.
Net proceeds from the Concurrent Financing have been used in part to fund the Transaction. The balance will be used to fund exploration of the Project and for general working capital. All shares issued pursuant to the Concurrent Financing to Principals of the Resulting Issuer, which includes directors of the Resulting Issuer and Osisko Mining Corporation, have been placed in a three year escrow agreement pursuant to the policies of Exchange.
Mr. Mark Eaton, the nominee from the QMX board of directors, has been appointed as a director of the Resulting Issuer and joins Kelly Klatik, Darin Wagner, James Davidson, Gordon Neal and Michael Byron on the Board of Directors of the Company. Mr. Kelly Klatik will continue to serve as the President and Chief Executive Officer, and Mr. James Davidson will continue as Chief Financial Officer of the Company. Mr. Michael Byron has been appointed as Vice-President of Exploration.
"We are excited to begin a new era of exploration and discovery in the world-class Rouyn-Noranda camp," said Kelly Klatik, President and CEO of Druk. "Combining the vast amount of exploration data we have acquired with some of the most advanced technology solutions in the area of targeting and the depth of experience both at the Board level and on the ground with our new team in Quebec, we are well positioned to maximize the value of our significant land package in the Rouyn-Noranda mining district of Quebec."
"As a shareholder of Falco Pacific, we look forward to the new focus and advancement of these strategic assets," said Francois Perron, President and CEO of QMX. "We would like to thank all the professionals involved in this Transaction including our team in closing this complex transaction in a timely fashion."
The following are brief biographies of the directors and officers of the Resulting Issuer on completion of the Transaction:
Kelly Klatik - President and CEO and Director.
Mr. Klatik has a B.Comm. (1992) degree from the University of Saskatchewan in Saskatoon specialized in Accounting and Finance and a Master of Business Administration (2005) degree from Royal Roads University in Victoria, BC. His professional career spans 20 years. Prior to founding Druk, Mr. Klatik was a founding executive and Vice President of Equity Capital Markets for IPC Securities Corporation ("IPC") from 2002 to 2008 based in Toronto and Vancouver, during which time, IPC and related companies were acquired by IGM Financial Inc. as part of the Power Financial Group of companies. Mr. Klatik also serves as Director, Investment Banking for M Partners Inc. since 2008.
James Davidson - CA, Chief Financial Officer, Corporate Secretary and Director.
Mr. Davidson has been a chartered accountant since December 1980, and is an active member of the Canadian Institute of Chartered Accountants (Saskatchewan). He has a B.Comm. (1975) degree from the University of Saskatchewan in Saskatoon. His professional career spans 35 years and includes most recently the CFO position with Athabasca Potash Inc. in Saskatoon from 2008 until 2010. Prior to this, he had Site and Divisional Controllership positions with Weyerhaeuser Issuer (Pulp & Paper Sector) primarily in the U.S. He currently is CFO of Great Western Minerals Group Ltd. in Saskatoon, Saskatchewan.
Michael Byron - Ph.D. and M.Sc., Vice-President Exploration and Director.
Mr. Byron, has a Ph.D. (Geology) (1999) from Carleton University in Ottawa, Ontario. He has been an active member of the Association of Professional Geoscientists of Ontario since 2003. He has a M.Sc. (Geology) (1990) from Laurentian University in Sudbury, Ontario, and a B.Sc. (Geology) (1983) degree from Geneseo State University in Geneseo, New York. Mr. Byron has more than 25 years of experience in the mining industry. He is a former President and CEO of Merc International Minerals Inc. (from 2008 to 2010), former co-founder, President and CEO of Ginguro Exploration Inc. (from 2006 to 2009) and currently sits on the boards of Nighthawk Gold Corp., Anaconda Mining Inc., Brionor Resources Inc., and Carrie Arran Resources Inc. Previously, Dr. Byron served as Vice-President of Exploration at Lake Shore Gold Corp. (from 2003 to 2006) and Aurora Platinum Corp. (from 2002 to 2005) where he was instrumental in advancing both companies from initial start-ups to successful enterprises culminating in the sale of Aurora Platinum to FNX Mining Company Inc. and the resource expansion at Lake Shore Gold Corp. that eventually lead to the development of its Timmins West Gold Mine.
Mark Eaton - Director.
Mr. Eaton is a graduate from Hull University in England. Mr. Eaton has over 20 years' experience in equity capital markets specializing in the resource sector. Currently he is President and CEO of Belo Sun Mining Corp. From 1998 to 2007, he held the position of Managing Director of Global Mining Sales, a division of CIBC World Markets of Toronto and Manager of US Equity Sales for CIBC World Markets. From January 2007 to March 2008, Mr. Eaton's was a Partner and Director of Loewen Ondaatje McCutcheon Ltd., a Toronto-based investment dealer.
Darin Wagner - Director.
Mr. Wagner has a M.Sc. (Earth Sciences) (1993) degree from Carleton University of Ottawa, Ontario and a B.Sc. (Earth Sciences) (1989) degree from the University of Waterloo of Waterloo, Ontario. He has been an active member of the Association of Professional Geoscientists of Ontario since 2001. Mr. Wagner's career spans more than 20 years. Currently, Mr. Wagner is President and CEO of Balmoral Resources Inc. Prior to founding Balmoral, Mr. Wagner was President, Chief Executive Officer, director and qualified person for West Timmins Mining Inc. ("West Timmins"), where he managed the company from its inception, through extensive drill programs to the sale of the Company to Lake Shore Gold Corp. Prior to managing West Timmins and its predecessor, Sydney Resource Corp., Mr. Wagner served as exploration manager for Platinum Group Metals Ltd. through the acquisition and initial discovery of the Western Bushveld platinum deposit in South Africa, and as a project geologist and country manager for Cominco Ltd. (now Teck Resource Ltd.)
Gordon Neal - B.Sc., Director.
Mr. Neal, has a B.Sc. (Biochemistry) (1978) from Dalhousie University in Halifax, Nova Scotia. Mr. Neal has 25 years' experience in advising public companies and providing corporate finance services. Currently, he is the Vice President, Corporate Development for MAG Silver Corp and also sits on the boards of Abzu Gold Ltd., Dorato Resources Inc., Balmoral Resources Ltd., and Rockgate Capital Corp.
Subject to Exchange approval, the Company has also granted an aggregate of 2,145,000 stock options to persons eligible for options under its stock option plan including directors, management staff, employees, consultants and advisors, at an exercise price of $0.30 per common share. The options will expire 5 years from the date of grant. An aggregate of 300,000 stock options vest over a 12 month period with half vesting six months after the date of grant and an aggregate of 440,000 stock options vest over a 24 month period with one-quarter vesting every six months.
Sponsorship was not required for the Company's qualifying transaction.
For more information on Druk (Falco Pacific Resource Group), please visit us at www.falcopacific.com.
On behalf of the board of directors of DRUK CAPITAL PARTNERS INC.
Kelly Klatik, President and CEO
On behalf of the board of directors of QMX GOLD CORPORATION.
Francois Perron, President and CEO
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 press release.