NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
(Vancouver, British Columbia, June 6, 2012) Druk Capital Partners Inc. (“Druk” or the “Company”) (TSXV: DRU.P), a capital pool company, announces that, subject to TSX Venture Exchange (the “Exchange”) approval, it proposes to advance to Alexis Minerals Corporation (“Alexis”) $225,000 as a secured interest bearing loan (the “Loan”). The Loan is secured by a lien on certain real property owned by Alexis located in Val-d’Or. The Loan will be used by Alexis to fund its ongoing operations related to the Rouyn-Noranda assets to be acquired by the Company, pending completion of the Company’s qualifying transaction (the “Proposed Transaction”), which is the proposed acquisition of 100% of the rights, titles and interests held by Alexis in the Rouyn-Noranda base/precious metal camp, excluding those claims that comprise Alexis’ Lac Pelletier gold property. The Loan will not be advanced to Alexis until at least 15 days from dissemination of this news release and the Company has received confirmation of Exchange acceptance for the Loan.
Further to the Company’s news release of May 18, 2012, the Company announces that it has revised the terms of its non-brokered private placement (the “Concurrent Financing”), which the Company is undertaking in conjunction with the Proposed Transaction. The Company announces that it intends to issue up to 26,000,000 subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for gross proceeds of up to $6,500,000. Each Subscription Receipt will be convertible into one common share of the Company (a “Share”). Subject to approval by Alexis, the Company may also issue up to an additional 2,600,000 Subscription Receipts at a price of $0.25 per Subscription Receipt for gross proceeds of up to $650,000.
The gross proceeds from the sale of the Subscription Receipts will be held in escrow pending satisfaction of the escrow release conditions pertaining to the Proposed Transaction. The escrow release conditions include the receipt of all regulatory approvals required to complete the Proposed Transaction and the Company and Alexis agreeing that all conditions under the definitive agreement have been satisfied. Upon satisfaction of the escrow release conditions, the Subscription Receipts will be deemed to be exercised into Shares, and the Company will be entitled to the subscription proceeds from the Concurrent Financing. If the escrow release conditions are not satisfied on or before October 31, 2012, then the subscription proceeds from the Concurrent Financing will be returned to the subscribers of the Subscription Receipts.
The closing of the Concurrent Financing is scheduled to occur on or about June 25, 2012 or such other date as the Company may determine. The Subscription Receipts will be subject to a four-month hold period commencing on the closing date of the Concurrent Financing. The Concurrent Financing is subject to receipt of all necessary approvals, including approval from the Exchange and all other applicable securities regulatory approvals.
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.