NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
(Vancouver, British Columbia, July 30, 2012) Druk Capital Partners Inc. (“Druk” or the “Company”) (TSXV: DRU.P), a capital pool company, is pleased to announce that, further to its news releases issued on May 18, 2012, June 6, 2012 and July 19, 2012, and in connection with its qualifying transaction (the “Qualifying Transaction”), it has closed the second and final tranche of its non-brokered private placement of 3,870,000 subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for gross proceeds of $967,500 (the “Final Tranche”). The Company has issued an aggregate of 26,082,000 Subscription Receipts for aggregate gross proceeds of $6,520,500 pursuant to the initial tranche of the non-brokered private placement that closed on July 19, 2012 and the Final Tranche (the “Private Placement”).
Each Subscription Receipt will entitle the holder to receive one common share of the Company upon satisfaction of certain release conditions (the “Release Conditions”) pertaining to the Qualifying Transaction. The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending satisfaction of the Release Conditions. The Release Conditions include the receipt of all regulatory approvals required to complete the Qualifying Transaction and the Company and QMX Gold Corporation (formerly, Alexis Minerals Corporation) agreeing that all conditions under the definitive agreement have been satisfied. If the Release Conditions are not satisfied on or before October 31, 2012, then the subscription proceeds from the Private Placement will be returned to the subscribers of the Subscription Receipts. The Company intends to use the net proceeds of the Private Placement to fund the Qualifying Transaction, for the exploration of the Rouyn-Noranda base metal camp and for general working capital.
The Company will pay cash finders’ fees on a portion of the Final Tranche of 3.5% of the aggregate gross proceeds received pursuant to the Final Tranche from subscribers introduced to the Company by such finders. The finders’ fees will not be payable to the finders if the Release Conditions are not satisfied on or before October 31, 2012.
All securities issued pursuant to the Final Tranche will be subject to a statutory hold period expiring November 26, 2012. The Final Tranche is subject to receipt of all necessary approvals, including approval from the Exchange and all other applicable securities regulatory approvals.
Osisko Mining Corporation (“Osisko”) has subscribed for an aggregate of 8,000,000 Subscription Receipts for aggregate proceeds of $2,000,000 and will become an important shareholder of the Company on closing of the Qualifying Transaction. The Company expects that on closing of the Qualifying Transaction, Osisko will hold approximately 18.63% of the Company’s issued and outstanding common shares. The President and CEO of Druk, Kelly Klatik, stated, “We look forward to completing this transaction with QMX and are pleased to have Osisko as an important shareholder who sees the potential of the package of assets and data Druk is acquiring and shares Druk’s confidence in the future for the Rouyn-Noranda camp”.
About Druk Capital Partners Inc.
Druk was listed in September 2010 as a Capital Pool Company under TSX Venture Exchange Policy 2.4 and is headquartered in Vancouver, B.C. The company was established by a seasoned group of professionals who have consistently contributed to strong performances in their respective companies over the years through achievement of value enhancing milestones.
On behalf of the board of directors of
DRUK CAPITAL PARTNERS INC.
“Kelly Klatik”
President and CEO
For further information contact:
Mr. Kelly Klatik – President and CEO
Druk Capital Partners Inc.
(604) 732-5840
info@drukcapital.com
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
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.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are risks detailed from time to time in the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.