TAD Names New Director
ON BEHALF OF THE BOARD
TAD CAPITAL CORP.
Per: "Conrad Clemiss"
Conrad Clemiss, President
For further information, please contact:
Conrad Clemiss
President, TAD Capital Corp.
(604) 646-6906
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
TAD Capital Corp. Announces Issuance of Final Exchange Bulletin Regarding Qualifying Transaction with Golden Sabre Resources Ltd.
TAD has granted, pursuant to its 2008 Rolling Stock Option Plan, up to 1,200,000 incentive stock options directors, officers and consultants at an exercise price of $0.10 per share for five years. These shares are subject to a hold period expiring December 28, 2009.
ON BEHALF OF THE BOARD
TAD CAPITAL CORP.
Per: "Conrad Clemiss"
Conrad Clemiss, President
For further information, please contact:
Conrad Clemiss
President, TAD Capital Corp.
(604) 646-6906
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
Statements in this news release regarding TAD's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the statement that trading in TAD's shares is anticipated to resume on the Exchange on August 27, 2009. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.
TAD Capital Corp. Clarifies Escrow Provisions Following Closing of its Qualifying Transaction
Golden Sabre was issued 5,202,000 common shares in the capital of TAD (each, a "TAD Share") upon the closing of the Qualifying Transaction. The shareholders of Golden Sabre have commenced the winding-up of the company and approved the subsequent distribution of the TAD Shares to all of Golden Sabre's existing shareholders on a pro-rata basis. On the effective date of the distribution, twelve former shareholders of Golden Sabre, who will hold a total of 2,700,000 TAD Shares, will be subject to the terms of a Value Escrow Security Agreement. The remaining 2,502,000 TAD Shares will not be subject to escrow. All TAD Shares distributed by Golden Sabre to its shareholders will be subject to a hold period expiring on December 14, 2009.
As stated in the August 17, 2009 release, the TSX Venture Exchange (the "Exchange") has indicated it will not issue a Final Exchange Bulletin or approve resumption of trading of the TAD Shares until the winding-up and distribution of Golden Sabre is complete and until the escrow agent confirms that the TAD Shares set out in the Value Escrow Security Agreement are held in escrow.
ON BEHALF OF THE BOARD
TAD CAPITAL CORP.
Per: "Conrad Clemiss"
Conrad Clemiss, President
For further information, please contact:
Conrad Clemiss
President, TAD Capital Corp.
(604) 646-6906
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company such as the statement that: (i) the winding-up of Golden Sabre and the distribution of the TAD Shares will occur; and (ii) the TAD Shares will resume trading on the Exchange. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including the inability to obtain exchange approval and resume trading for any reason. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.
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.
TAD Capital Inc. Announces Completion of Qualifying Transaction With Golden Sabre Resources Ltd.
The Qualifying Transaction, which was previously announced by TAD in new releases dated February 20, 2009 and March 23, 2009 was completed by way of an acquisition by TAD, subject to a 1.5% net smelter return, of 94% of all right, title and interest in the 28 mineral claims lying within the Omineca Mining District as described below (the "Claims") and all assets related to the Claims (collectively, the "Assets"), pursuant to a Property Purchase Agreement dated March 16, 2009, with Golden Sabre. As consideration for its 94% interest in the Assets, TAD issued 5,202,000 common shares to Golden Sabre (the "Payment Shares").
Golden Sabre holds approximately 30%, on an undiluted basis, of the issued and outstanding shares of TAD. Upon closing of the Qualifying Transaction, the Payment Shares were subject to a value security escrow agreement. Golden Sabre intends to distribute the Payment Shares by way of winding-up (the "Distribution") to all of its existing shareholders on a pro-rata basis. Following the Distribution, the Payment Shares will cease to be subject to any escrow requirements and all the Payment Shares will be subject to a hold period expiring on December 14, 2009.
The TSX Venture Exchange (the "Exchange") will not issue final exchange approval for the Qualifying Transaction until the Distribution is complete and the escrow agent confirms that the common shares of TAD set out in the value security escrow agreement are held in escrow.
TAD expects its common shares to commence trading after the Exchange issues a final bulletin relating to the Qualifying Transaction and upon the winding-up of Golden Sabre and the completion of the Distribution.
TAD also issued an aggregate of 500,000 common shares to two finders in connection with the Qualifying Transaction. These shares are subject to a hold period expiring on December 14, 2009.
Private Placement
In connection with the completion of the Qualifying Transaction, TAD completed a private placement of 6,100,000 units (4,600,000 flow-through and 1,500,000 non flow-through), at a price of $0.05 per unit, for gross proceeds of $305,000. Each unit consists of one share of TAD and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of TAD at a price of $0.10 per share for a period of five years until August 13, 2014.
Following the completion of the Qualifying Transaction (including the private placement) there were 17,602,000 shares of TAD issued and outstanding. Of the 17,602,000 shares of TAD that are issued and outstanding, 2,000,000 shares of TAD are subject to escrow.
The shares issued pursuant to the private placement are subject to a hold period expiring on December 14, 2009.
Appointment of Director
Upon closing of the Qualifying Transaction, TAD appointed Victor Jaramillo, a "qualified person" under National Instrument 43-101, to act as a director of TAD.
Victor Jaramillo brings 25 years of professional geological experience to TAD. Mr. Jaramillo obtained a B.Sc. in geology from Washington & Lee University in 1981 and a M.Sc. applied degree in mineral exploration from McGill University in 1983. He is a member of the Association of Professional Engineers and Geoscientists of B.C. (APEGBC). Mr. Jaramillo is the president of Discover Geological Consultants Inc., a geological consultancy firm specializing in mineral property evaluations, preparation of NI 43-101 compliant technical and resource reports and the management of exploration and mining projects. In 2007 and 2008, Mr. Jaramillo provided consulting services to Consolidated Spire Ventures, Andean American Mining Corp., Sinchao Metals and Rochester Resources Ltd. (all junior mineral resources company listed on the TSXV) and in 2005, he acted as a consultant to ALB Holdings Ltd. (a private Canadian company).
Upon completion of the Qualifying Transaction, the officers and directors of TAD are as follows:
Conrad Clemiss, President, Chief Executive Officer and Director
Negar Towfigh, Chief Financial Officer, Secretary and Director
Graeme Sewell, Director
Jason Gigliotti, Director
Victor Jaramillo, Director
About the Assets
The Claims comprise 28 mineral claims covering an area of approximately 8,792 hectares, lying within the Omineca Mining District of British Columbia. The Claims are located immediately northeast of Hazelton, British Columbia, at the southern extent of the Skeena Mountains; lying to the east of the Skeena River. Golden Sabre owns a 94% interest in the Claims, with Cadre Capital Inc. of Vancouver, British Columbia owning the remaining 6% interest and a 1.5% net smelter return. The Claims consist of three main claim blocks, known as: (i) the American Boy/Mohawk claims; (ii) the Sunrise/Silver Cup claims; and (iii) the Sidina claims. The American Boy/Mohawk claim block is contiguous to the Sunrise/Silver Cup claim group. The Sidina claims are located approximately five kilometers north of the Sunrise/Silver Cup claims. A technical report has been prepared on the American Boy, Sunrise-Silver Cup, Sidina-Silverton and Mohawk Claim Groups in accordance with National Instrument 43-101. For a detailed description of the Assets refer to the Filing Statement filed by TAD on July 24, 2009 on SEDAR (www.sedar.com)
Business of TAD after the Qualifying Transaction
Following the completion of the Qualifying Transaction, TAD is classified as a Tier 2 Natural Resource Issuer under the policies of the Exchange and is engaged in the business of acquisition, exploration and development of mineral properties, with its primary focus on the American Boy zone of the Hazelton Property.
For more information regarding the private placement, the Qualifying Transaction, or the Assets please refer to the Filing Statement filed by TAD on July 24, 2009 on SEDAR.
A technical report titled "Technical Report on the American Boy-Mohawk Claim Group" dated June 9, 2009 by Gregory R. Thomson, P.Geo of Thomson Geological Consulting, an independent "qualified person" under National Instrument 43-101 is also filed on the SEDAR.
ON BEHALF OF THE BOARD
TAD CAPITAL INC.
Per: "Conrad Clemiss"
Conrad Clemiss, President
For further information, please contact:
Conrad Clemiss
President, TAD Capital Inc.
(604) 646-6906
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
Statements in this news release regarding TAD's business which are not historical facts are "forwardlooking statements" that involve risks and uncertainties. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and the commencement of trading of the common shares of TAD on the Exchange. There can be no assurance that the transaction will be completed as proposed or at all.
TAD Capital Corp. Announces Filing of Filing Statement
The Company is a Capital Pool Company listed for trading on the Exchange, which has agreed to acquire from Golden Sabre a 94% interest in and to certain mining claims known as the Hazelton Claims. This acquisition is intended to be the Company's Qualifying Transaction under the policies of the Exchange. The Company anticipates completing the Qualifying Transaction on or after August 4, 2009.
On July 20, 2009, the Exchange conditionally accepted the Qualifying Transaction. The final approval of the Exchange is conditional upon the filing of all outstanding documents required by Policy 2.4. Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying 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.
ON BEHALF OF THE BOARD
TAD CAPITAL CORP.
"Conrad Clemiss"
Conrad Clemiss
President and Chief Executive Officer
For further information contact:
Conrad Clemiss
President, TAD Capital Corp.
(604) 646-6906
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
Statements in this press release regarding the Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the statement that: (i) the Company has agreed to acquire the Hazelton Claims; (ii) the acquisition is intended to be the Company's Qualifying Transaction; (iii) the Company anticipates that the closing date will be August 4, 2009; and (iv) approval of the transaction is conditional upon the filing of all outstanding documents in accordance with Exchange policies. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties including the risk that: (i) the acquisition may not close for any reason; and (ii) refusal of the Exchange to provide final approval of the transaction. Actual results in each case could differ materially from those currently anticipated in such statements. Completion of the transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.