Vancouver, British Columbia--(Newsfile Corp. - March 14, 2017) - Further to the news release dated February 9, 2017, Kramer Capital Corp. (TSXV: KRM.H) (the "Company" or "Kramer") is pleased to provide further details of its proposed acquisition of Sixty North Gold Mining Ltd. ("Sixty North") (formerly 1082138 BC Ltd.), and proposed financing. Sixty North holds the right to earn 80% of the Mon gold property (the "Mon Property") located in the Northwest Territories. The acquisition and financing will comprise the Company's qualifying transaction (the "Transaction"). Upon completion of the Transaction, the name of the Company will be changed to "Sixty North Gold Mines Ltd." or such other name as may be agreed between the parties, and the Company will carry on the business of mineral exploration and development.
The Mon Property
The Mon Property is located 45 kilometres north of Yellowknife and consists of 11 mining leases and two mineral claims. The property is located on public lands in the NWT, Canada. Mining Leases were obtained by converting pre-existing Mineral Claims. An annual lease fee is payable to the Northwest Territories, and in each instance, the fees are up to date and mineral rights are in good standing.
The Mon Property is held of record by Giauque Holdings Ltd. New Discovery Mines Ltd.("NDM") holds an option (the "Underlying Option") to acquire 100% interest in the Mon Property from Giauque Holdings Ltd., subject to a 2% net smelter royalty (the "Royalty"), by bringing the property into production by December 31, 2019. An advance Royalty payment of US$20,000 commences in January, 2017, payable within 30 days of the year end. Twenty percent (20%) of any advance Royalty payment may be deducted against future Royalty payments, commencing in the first year of commercial production.
Sixty North has an agreement to earn an 80% participating, 100% working interest (with NDM retaining a 20% carried interest in the property). In order to earn its interest Sixty North must:
- incur expenditures of $2,000,000 on or before the 12 month anniversary of December 30, 2016 (the "Approval Date") (to date Sixty North has made a total of over $1,020,000 in project expenditures); and
- incur minimum expenditures of $6,000,000 (inclusive of the initial $2,000,000 million above) on or before the third anniversary of the Approval Date.
In addition, Sixty North must maintain the Underlying Option, maintain the Mon property in good standing, and make the advance Royalty payment. In order to ensure that NDM's interest in the Mon Property is transferred to NDM (and then 80% of the property to Sixty North) Sixty North will need to bring the Mon Property into production by December 31, 2019.
A technical report (the "Report") has been completed on the property by David Dupre, P.Geo., an independent qualified person under NI 43-101, dated February 15, 2017. The Report will be reviewed by the TSXV analyst for compliance under NI 43-101 as part of the Transaction and will subsequently be filed on www.sedar.com under the Issuers name. The following excerpts with respect to the Mon Property have been taken from the technical report:
A number of gold-bearing quartz veins occur on the property. Only the A-Zone has seen significant exploration.
The Mon deposit is an Archean, turbidite-hosted, stratabound, non-stratiform quartz shear/vein deposit and as such has substantial potential. The deposit is described as an anticlinally-folded quartz vein, plunging to the south at around 20 to 40 degrees. The multi-ounce grades at the fold nose are consistent over the mined length of 75 meters (open to south), with lower grade gold values being found in the limbs of the structure.
The overall size, grade and form of the mineralization as well as its host rock assemblage is similar to the Discovery Mine (located 50 km to the north) where 1 million tons of ore were mined and 1 million ounces of gold were recovered between 1949 and 1969. The A-Zone appears to be a viable exploration target for a "Discovery Mine" type of deposit.
It is recommended that, initially, diamond drilling of the established trend should test below the old stopes, to a depth of 50 to 100 meters below the mined areas. The 2016 drilling program has already affirmed this geological premise for the controls of mineralization. Future drill targets should be immediately down-plunge of the high-grade fold hinge. It is believed that two to three set-ups, each with 4 to 5 100 to 200 m drill holes would assess this adequately. In addition, several large outcrop samples (panels) should be collected and analyzed.
Once the diamond drill program provide confirmation that the A-Zone can be extended below the mined stopes, then it is recommended that an underground exploration/development program be carried out, accessing the vein at depth for bulk sampling and the development of diamond drill platforms. The large sample of the vein by sub-drifting will allow for a most definitive assessment of grade, width, and continuity which is critical in high-grade vein deposits."
The report recommended a $635,000 drill program.
Sixty North has contracted for 2,000 meters of drilling on the Mon property to confirm the extension of the geologic model. To date, Sixty North has expended $367,000 in exploration expenditures, including 383 meters of drilling in five holes described in the technical report. In addition, Sixty North has identified and acquired, for the joint operation, $645,000 on mining equipment required for the recommended bulk sample.
Transaction Structure
The Transaction will proceed by way of a three cornered amalgamation, pursuant to which Sixty North will amalgamate with a wholly owned subsidiary of Kramer, and the securityholders of Sixty North will receive equivalent securities of Kramer on a one for one basis. The Transaction will be subject to the approval of the shareholders of Sixty North, which will be sought at a meeting of Sixty North shareholders.
Proposed Financing
Sixty North will arrange for the completion of a non-brokered private placement of subscription receipts (the "Subscription Receipts"). Sixty North intends to complete a financing for a minimum of $1,000,000 and up to $2,500,000 (the "Financing") prior to or concurrent with the closing of the Qualifying Transaction, with the final amount dependent on market conditions. The upper limit may be increased depending on market conditions.
Sixty North anticipates that, subject to market conditions, each Subscription Receipt will convert to units of Kramer concurrently with the closing of the Transaction. Pricing and terms of the units have not yet been determined. If the Transaction is not completed within 150 days of the closing of the private placement, the subscription funds will be returned to the subscribers, without interest.
The Company may pay finder's fees to certain registrants or eligible persons exempt from registration on a portion of the Financing. Proceeds of the Financing will be held in escrow pending closing of the Transaction.
Use of Proceeds
The net proceeds of the Financing will be used: (a) to fund the business plan of Kramer post completion of the Transaction, including completion of the current drilling program and, if warranted, the proposed bulk sample; (b) for Transaction expenses; and (c) for general working capital purposes.
Relationship Between Sixty North and NDM
Sixty North is the operator of the Mon Property during the earn-in period. NDM acts as the Manager of and is responsible for carrying out all exploration and work programs and for completing the expenditures on the property. As Manager, the NDM charges a management fee equal to 5% of all Expenditures made on the Mon Property. The Operator in consultation and with the assistance of the Manager, considers and adopts programs and budgets for the completion of expenditures for each contract year.
Upon Sixty North having exercised the earn-in right and acquired an 80% undivided interest in the property, Sixty North and NDM will enter into a formal joint venture agreement for the continued exploration and development of the Mon Property.
Management and Directors of Sixty North
Upon closing of the Transaction, all of the current directors and officers of Kramer will resign.
It is expected that Ronald Handford, Grant Block, John Campbell, and Ian Klassen will be appointed to the Resulting Issuer board at closing, with Mr. Campbell to be chair. Mr. Handford is expected to be named chief executive officer of the Resulting Issuer and Andriyko Herchak is expected to be named the chief financial officer and corporate secretary of the Resulting Issuer. The relevant experience of the incoming directors and officers is set out below:
John Campbell, MBA, CFA, CPA, has over 30 years of investment management experience as a securities analyst, investment banker, M&A specialist, and money manager with Camlin Asset Management Ltd., CWC Capital Ltd., Pemberton Securities and The Jim Pattison Group. Currently Mr. Campbell is Chairman and Co-founder of Triview Capital Ltd., a boutique investment firm that specializes in private investments.
Ronald L. Handford, P.Eng., B.A.Sc., MBA, has over 20 years of international experience as a mining and technology entrepreneur, executive, and advisor, including being the founding CEO of Yellowhead Mining Inc. (YMI.T) and Ouro Brasil Ltd., a former VSE-listed company; plus 15 years as an international mining project finance and corporate banker, including Barclays Bank and the International Finance Corporation in Washington D.C.; and 6 years as an engineer/project manager. He has led or assisted companies in raising close to $80 million in equity capital.
Grant Block, CPA, CA, CMA, CPA (Nevada) is a Managing Partner at Davidson & Company LLP. Grant is a UBC graduate, completing his CA and CMA in 1985 with a national firm. Following a tour of duty in industry with Teck (formerly known as Teck Cominco), he returned to public practice, joining Davidson & Company LLP in 1989. He has since earned his CPA (Nevada) and has taken the Canadian Securities course.
Ian M. Klassen, B.A. (Hons), has 25 years of experience in public company management, public relations, government affairs and entrepreneurialism. He has extensive experience in public company administration, finance, government/legislative policy, media relationship strategies and project management. He is CEO of GMV Minerals Inc. (GMV.V) and Grand Portage Resources Ltd. (GPG.V).
Andriyko Herchak, B.Comm., CPA, CA, has over 20 years' experience in senior leadership roles with publicly traded companies. He was formerly the Chief Financial Officer of Hathor Exploration (sold to Rio Tinto for $654 million in cash in 2012) and the Chief Financial officer of NexGen Energy. During his tenure as CFO, both of these companies had world class mineral discoveries and raised collectively over $130 million in equity financings.
Management of NDM
NDM is the vendor of the Mon Property and manager of the exploration and development programs. NDM is owned and operated by David R. Webb and Gerry V. Hess. The Corporation expects NDM will have an important role in the exploration and, if warranted, development of the Mon Property.
Dr. Dave R. Webb, Ph.D., P.Geol., P.Eng., Director, focused his Ph.D. on gold mineralization in the Yellowknife Greenstone Belt. Dr. Webb subsequently is credited with discovering both the largest granitic hosted gold deposit in the Northwest Territories, and the largest gold deposit in the Yellowknife Greenstone Belt in the past 30 years. He served as president and director of Tyhee Gold Corp. where he and his team developed a high-grade gold deposit into production - Mongolia's first hard rock gold mine. He developed the Mon Gold Mine into the most recently permitted gold mine in the Yellowknife Gold Belt, shutting down in 1997 due to declining gold prices. Recently he has been a Qualified Person acting for GMV Minerals Inc.
Gerry V. Hess, President, is a metal worker, miner, superintendent and manager and who has transitioned into mine contracting and development. He is a former shift boss and mine captain at Giant Yellowknife Mine, and the Con Mine, and acting mine manager at Ptarmigan Mine, all located in Yellowknife. He co-founded Germac Contracting and acquired a lease to mine the Mon Gold Mine in Yellowknife, starting operations at this greenfield project at 100 tpd. Mr, Hess also contracted for development work at the Yellowknife Gold Project for Tyhee Gold Corp.
Summary Financial Information of Sixty North
Sixty North is a private company incorporated under the laws of British Columbia on July 7, 2016. Sixty North's financial statements for the period from incorporation through fiscal year end October 31, 2016 were audited by Manning Elliott LLP.
Sixty North incurred a net loss and deficit of $162,690 for the period ended October 31, 2016, that has been funded by the issuance of equity.
Selected information for the period ended: October 31, 2016
| Total revenues | $ nil |
| Net loss and Comprehensive Loss: | $162,690 |
| Loss per-share (basic and diluted) | $(0.01) |
| Working capital | $1,073,720 |
| Total assets | $1,779,035 |
| Exploration and Evaluation Assets | $521,410 |
| Total long-term financial liabilities | $ nil |
As of the date of this news release, Sixty North has 34,020,000 common shares outstanding, plus 10,238,500 warrants and 250,000 options.
Dr. David Webb, P.Geo., P.Eng., Q.P. as defined in NI 43-101 and has reviewed has approved its the technical information relating to the Mon Property contained in this news release. Dr. Webb is an owner of the vendor of the Mon Property, and holds 400,000 common shares of Sixty North.
In accordance with the policies of the exchange, the Kramer shares are currently halted from trading and will remain halted until further notice.
Further Information
If and when a definitive agreement between Sixty North and Kramer is executed, the Company will issue a subsequent press release in accordance with the policies of the Exchange containing details of the definitive agreement and additional terms of the Transaction.
All information provided in this press release related to Sixty North has been provided by management of Sixty North and has not been independently verified by management of Kramer.
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.
For Further Information, Please Contact:
Kramer Capital Corp.
Richard Graham, Director
Telephone: (604) 689-1428
Cautionary statements
This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Kramer Financing, and the use of proceeds of the Kramer Financing. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Kramer Financing and associated transactions, that the ultimate terms of the Transaction, Kramer Financing and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Kramer Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Sixty North, their securities, or their respective financial or operating results, as applicable.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if required by the Exchange policies, 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.
Neither 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved or disapproved the contents of this press release.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Not for distribution to U.S. Newswire Services or for dissemination in the United States.
