Newbridge Capital Inc. Receives TSX Venture Exchange Approval to Acquire the Lomonosovskoye Iron Ore Deposit in Kazakhstan, Completes Private Placement for Gross Proceeds of $24,885,000
VANCOUVER, BRITISH COLUMBIA, Mar 15, 2012 (MARKETWIRE via COMTEX) — Newbridge Capital Inc.CA:NBC 0.00% ("Newbridge" or the "Company") is pleased to announce that it has received TSX Venture Exchange ("TSXV") approval for the Company to complete the share purchase agreement with Safin Element GmbH. ("Safin"), a private Austrian company, to acquire all of Safin's 100% beneficial interest (the "Interest") in the Lomonosovskoye Limited Liability Partnership (the "LP") (the "Transaction"). Pursuant to a contract between the LP and the Ministry of Industry and New Technologies of Kazakhstan dated March 20, 2009 and as amended on July 31, 2009 and December 28, 2010, the LP holds unrestricted exploration and production rights to the Lomonosovskoye iron ore deposit (the "Deposit"), located in Kostanay Oblast, Kazakhstan.
Closing of Financing
As part of the Transaction, the Company has completed a private placement for gross proceeds of $24,885,000 (the "Financing") being a total of 124,425,000 securities of the Company comprised of 64,325,000 shares issued at $0.20 per share and 60,100,000 subscription receipts (the "Subscription Receipts"). The Subscription Receipts were issued at $0.20 per receipt with each receipt convertible into one share of the Company on that day being four months and one day after the closing of the Financing. The shares and the Subscription Receipts are subject to resale restrictions until July 16, 2012.
A share commission of 5,000,000 shares has been issued to an arms length party as consideration for arranging a portion of the Financing.
Additional Resale Restrictions
Eight Subscribers to the Financing representing a total of 112,485,000 securities of the Company have agreed to additional resale restrictions in addition to the customary four month hold period. These parties have agreed that 25% of the securities purchased pursuant to the Financing will have a hold period expiring 12 months following the closing of the Financing, 25% of the securities will have a hold period expiring 18 months following the closing of the Financing and 25% of the securities will have a hold period expiring 24 months following the closing of the Financing (the "Additional Resale Restrictions").
Change of Name
Effective March 15, 2012, the Company will change its name to 'Kazax Minerals Inc.' and its new symbol will be .
Details of Transaction
Pursuant to the SPA, the Company will acquire the Interest for total consideration of US$70,288,000 (in cash and shares of the Company) payable over three installments. The first payment is USD $18,768,000 comprising a cash payment of USD $14,152,800 and 23,883,660 shares of the Company which will be paid to Safin on the closing of the Transaction (the "First Installment"). The 23,883,660 shares of the Company to be issued to Safin on the closing of the Transaction will have similar Additional Resale Restrictions.
The second installment is a conditional payment and is the sum of USD $25,760,000 comprising a cash payment of USD $22,190,000 and that number of common shares of the Company equal to dividing the sum of USD $3,570,000 by 100% of the volume weighted average trading price of the Company's share for the 5 consecutive trading days ending on the trading day preceding the date the Company issues the shares to Safin (the "Second Installment").
The third installment is a conditional payment and is the sum of USD $25,760,000 comprising a cash payment of USD $22,190,000 and that number of common shares of the Company equal to dividing the sum of USD $3,570,000 by 100% of the volume weighted average trading price of the Company's share for the 5 consecutive trading days ending on the trading day preceding the date the Company issues the shares to Safin (the "Third Installment").
The Second Installment is due on or before thirty (30) business days following receipt by the Company of the results of tests by an independent laboratory to confirm to the Company's satisfaction, acting reasonably, the iron ore product quality of the Deposit (the "Quality Test"). The Company expects that the Quality Test will be completed in the 3rd quarter of 2012.
The Third Installment is due on or before thirty (30) business days following receipt by the Company of the results of a drilling program to be undertaken by the Company in 2012, confirming, to the Company's satisfaction, acting reasonably, the level of certainty of the historical mineral resources of the Deposit and the completion by the Company of a resource estimate to be conducted by and under the supervision of an independent qualified person and senior resource geologist (collectively the "Resource Estimate"). The Company expects that the Resource Estimate will be completed in the 4th quarter of 2012.
In the event the Company is not satisfied with either the Quality Test or the Resource Estimate, the Company has the right, up to and including September 12, 2012, to sell back the Interest to Safin and Safin is obligated to purchase from the Company the Interest for that amount equal to the First Installment (and the Second Installment if previously paid by the Company to Safin) less certain expenses incurred by the LP to meet its obligations under the Subsoil Use Contract and unrecoverable taxes paid by Safin to the Kazakhstan state.
A finder's fee payable in installments is payable to a third party for introducing the Transaction to the Company. The revised payments are:
1. USD $938,400 upon approval of the Transaction by the Kazakhstan authorities; 2. USD $1,288,000 upon the payment of the Second Installment; and 3. USD $1,288,000 upon the payment of the Third Installment.
In order to close the Transaction, the Company requires the approval of the Kazakhstan authorities. All applicable submissions have been made to the appropriate authorities in Kazakhstan; however, there can be no assurance that the Company will receive the necessary approvals.
Lomonosovskoye Iron Ore Deposit
The Deposit is located in the northwest corner of the Republic of Kazakhstan in the Kostanay Region, 618km northwest of the country's capital of Astana and 50 west-southwest of the regional capital of Kostanay.
The iron ore deposits, along with a number of significant magnetite deposits, occurs in the Turgai belt of the regional Valerianovskoe magmatic arc in northern Kazakhstan. The magnetite deposits of the Valerianovskoe magmatic arc are hosted by andesitic volcanics, pyroclastics, and intercalated sediments and carbonates of the Valerianovo supergroup. Large gabbro-diorite-granodiorite igneous bodies of the Sarbai-Sokolovsk and Sulukolskaya complexes are related to the mineralization, with granitic facies interpreted as having been intruded from Mid-Visean to Permian period. In some deposits, the host sedimentary sequence is cross cut by post-ore dioritic porphyry. The Palaeozoic units of the Turgai belt in Kazakhstan are entirely covered by Mesozoic to Cainozoic sediments which are from 40 to 180 m in thickness.
The Deposit comprises two deposit sites: the North-Western ("NW") deposit and Central deposit, which differ in geological structure, genesis and composition of ores. Although they are located within one km of each other, they are considered as individual deposits being separated by a diorite intrusion. Historical work to date has outlined skarn iron ore mineralization at the NW Deposit and the Central Deposit beneath 100m of overburden and extending to 1400m depth in the NW Deposit, and some 900m at Central. The mineralization outlined by the historical drilling has not been closed off at depth at the NW Deposit and may be open at Central.
A technical report dated December 15, 2011 prepared by Mining Associates Pty Ltd. of Australia with respect to the Deposit and compliant with NI 43-101 has been filed with the TSXV for review and will be filed on SEDAR in the near future.
Use of Proceeds of the Financing
It is anticipated that the net proceeds of the Financing will be used as follows:
1. to pay the first installment cash payment of USD $14,152,800 to Safin; 2. to pay the first installment of USD $938,400 of the finder's fee payment; 3. to pay for the confirmation drilling program; and 4. the balance for overall general operating costs and unallocated working capital.
From Kazakhstan's independence from the Soviet Union over 20 years ago, President Nursultan Nazarbayev, with the assistance of Prime Minster Karim Massimov, have played proactive roles in modernizing and transforming the country into a dynamic independent state. This transaction would not have been possible without the efforts of these two gentlemen.
The Company has terminated the property option agreement with Treadwell Resources Ltd. ("Treadwell") on the Treadwell property in British Columbia and has given notice to Treadwell.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company s future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
ON BEHALF OF THE BOARD
David Savage, Chairman of the Board
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.