Unfortunately I missed the annual Cambridge House mining show here in Vancouver which is always interesting with the usual cast of colourful VSE promoters. There were a few companies that I wanted face time with. If anyone thinks they found the next $0.10-$0.20 gem there please do share.
As usual when you go on holiday a few things always happen.
Ratel Group shares finally showed up in my account as they surely did with all shareholders.
My Cabre Capital Corp CCB-P.V another Capital Pooled Company (CPC) was halted and an announcement that will vend in a Hunter Dickenson Inc. deal with Robert Dickenson chairing the new Company. Once again this is one of those CPC's that my broker offered so I threw $1000 at it.
The broad strokes of the deal are as follows.
CABRE CAPITAL CORP. ANNOUNCES SIGNING OF AGREEMENT IN PRINCIPLE WITH NORTHCLIFF RESOURCES LTD.
Cabre Capital Corp. has entered into a letter agreement, effective Jan. 19, 2011, with Northcliff Resources Ltd. to purchase all of the issued and outstanding common shares of Northcliff. The acquisition, if completed, will constitute the corporation's qualifying transaction (as defined in exchange policy 2.4). Northcliff is an arm's-length party, and, as such, the acquisition will not be subject to shareholder approval.
The following is based upon information provided by Northcliff.
Northcliff is a private company, which was incorporated under the Business Corporations Act (British Columbia) on Sept. 4, 2007.
Northcliff is a mineral resource company based in Vancouver, B.C., that is focused on progressing with the advanced exploration stage Sisson tungsten-molybdenum project located in New Brunswick, Canada, in which it holds a 70-per-cent interest.
The closing of the acquisition will be subject to several conditions, including but not limited to the following:The list of new directors includes:
- The execution of a definitive agreement between the corporation and Northcliff, the entering into of which is conditional upon: obtaining the approvals for the acquisition from each of the boards of directors of the corporation and Northcliff and the completion of due diligence review by each of the corporation and Northcliff, other than confirmatory due diligence;
- The receipt of all regulatory, corporate and third party approvals, including the approval of the exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the acquisition;
- The approval of the acquisition by the requisite majority of the votes cast by the Northcliff shareholders at a properly constituted meeting of Northcliff shareholders and court approval, if required;
- The maintenance of the corporation's listing on the exchange;
- The resignation of each of the directors and officers of the corporation and the appointment of Northcliff's director nominees;
- The representations and warranties of the corporation and Northcliff, as set out in the definitive agreement, being true and correct at the time of closing of the acquisition with the same force and effect as if made at and as of such time;
- The absence of any material adverse effect on the financial and operational condition or the assets of the corporation and Northcliff;
- The delivery of standard completion documentation by the corporation and Northcliff including but not limited to officers certificates and certificates of good standing or compliance;
- The completion of the private placement at a minimum offering price of 75 cents per security;
- The completion of the consolidation.
Robert A. Dickinson, director and chairman
Mr. Dickinson is an economic geologist, who has been actively involved in mineral exploration and mine development for over 40 years. He is chairman of Hunter Dickinson Inc., as well as a director and member of the management team of a number of public companies associated with Hunter Dickinson. He is also president and director of United Mineral Services Ltd., a private resource company. Mr. Dickinson also serves as a director of the B.C. Mining Museum and is a trustee of the B.C. Mineral Resources Education Program.
Chris Zahovskis, director, president and chief executive officer
Mr. Zahovskis is a mining engineer with over 29 years experience from both an executive and operator perspective. He brings a wealth of knowledge and experience in strategic leadership and operations, project development, greenfield start-up and due diligence assessments.
Russell Hallbauer, director
Mr. Hallbauer is a registered professional engineer with the Association of Professional Engineers of British Columbia and has been a member of the Canadian Institute of Mining and Metallurgy since 1975. He is a director and former chairman of the Mining Association of B.C., president, chief executive officer and a director of Taseko Mines Ltd., the owner of the Gibraltar mine located near Williams Lake, B.C., and a director of Hunter Dickinson.
T. Barry Coughlan, director
Mr. Coughlan is a self-employed businessman and financier, who has been involved in the financing of publicly traded companies for over 25 years. His principal occupation is president and director of TBC Ventures Ltd., a private investment company.
Peter Mitchell, director
Mr. Mitchell is currently chief financial officer of Taseko Mines, based in Vancouver. He is a graduate of the University of Western Ontario with a bachelor of arts in economics, as well as a graduate of the MBA program of the University of British Columbia. Mr. Mitchell is a chartered accountant and has worked as senior vice-president and chief financial officer of Crown Packaging Ltd., as well as vice-chairman and chief financial officer of Von Hoffmann Corp. of St. Louis, Miss. More recently, he has held leadership roles in the for-profit education sector as president of Florida Career College, based in Fort Lauderdale, Fla., and, prior to that, as president and chief executive officer of Vatterott Education Centers Inc. in St. Louis, Miss. Over the past decade, Mr. Mitchell has been extensively involved in leading and managing private equity portfolio companies.
Bryce Hamming, chief financial officer
Mr. Hamming is a Canadian chartered accountant and a graduate of Simon Fraser University with a bachelor of business administration. He has more than 13 years of corporate finance, tax and accounting experience with a focus on debt and equity financing, acquisitions, valuations, transaction structuring and compliance. Prior to joining Hunter Dickinson, Mr. Hamming was an associate director with the Royal Bank of Scotland in London in its debt capital markets division. He also spent eight years with KPMG LLP in its Canadian tax group.
Trevor R. Thomas, secretaryIt will probably remain halted for 4-6 months but I am looking forward to see what kind of win this will turn out to be.
Mr. Thomas is corporate secretary of Hunter Dickinson and many of its affiliated companies. He has practised in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment, as well as in-house positions, and is currently general legal counsel for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services, he served as in-house legal counsel with Placer Dome Inc. Other than the directors and senior officers referred to herein, the only other insider of Northcliff will be Hunter Dickinson, a private Vancouver-based mining company.
Another Capital Pooled Company I own called Terrace Resources TZR-P.V was halted today pending news of a Qualifying Transaction.
Outside of that the market looked pretty flat for the that week that I was away.