March 17 2005 – Further to its preliminary news release of March 11, 2005, CASABLANCA CAPITAL CORP. (TSXV: CBL.P) (“Casablanca”), a Capital Pool Company, is pleased to announce that it has entered into an arm’s length share purchase and sale agreement dated March 10, 2005 (the “Agreement”) with Purepoint Uranium Corporation (“Purepoint”) and all of its current shareholders (the “Vendors”) to acquire all of the issued and outstanding common shares of Purepoint (“Purepoint Shares”). The acquisition is Casablanca’s qualifying transaction (the “Qualifying Transaction”) pursuant to the policies of the TSX Venture Exchange (the “Exchange”).
Pursuant to the Agreement, Casablanca has agreed to issue to holders of Purepoint Shares twenty (20) common shares of Casablanca (“Casablanca Shares”) for each outstanding Purepoint Share at a deemed value of $0.25 per Casablanca Share. As at February 28, 2005, Purepoint had approximately 20 security holders holding an aggregate of 1,358,443 Purepoint Shares. Purepoint is in the process of completing a non-brokered private placement for 100,000 Purepoint Shares (issuable on a flow-through basis) at $6.00 per share and 100,000 Purepoint Shares (non-flow-through) at $5.00 per share for gross proceeds of up to $1,100,000 (the “Private Placement”). Assuming that the Private Placement is fully subscribed, an aggregate of 200,000 Purepoint Shares will be issued, which will result in a total of 1,558,443 Purepoint Shares being issued and outstanding immediately prior to completion of the proposed Qualifying Transaction. As there are currently a total of 2,000,000 Casablanca Shares issued and outstanding, the aggregate number of issued and outstanding Casablanca Shares upon completion of the proposed Qualifying Transaction is expected to be 33,168,865. In addition, a total of 120,000 Casablanca Shares will continue to be subject to existing stock options. Purepoint has no stock options, nor any other form of convertible security.
The Agreement contemplates several additional items occurring upon completion of the proposed Qualifying Transaction that will require the approval of Casablanca’s shareholders, including: (a) the continuance of Casablanca under the Canada Business Corporations Act; (b) the change of name of Casablanca to Purepoint Uranium Group Inc, or other similar name determined by Purepoint; (c) changing the fiscal year of Casablanca to December 31; (d) changing the auditors of Casablanca to Moore Stephens Cooper Molyneux LLP; (e) changing the board of directors of Casablanca to nominees proposed by Purepoint (as described in this news release); and (f) such other matters as the parties to the Agreement determine to be necessary or advisable. An annual and special meeting of shareholders of Casablanca will be held for the purpose of approving the foregoing items, all of which will take effect, if approved, upon completion of the proposed Qualifying Transaction. Ancillary to the Agreement, Casablanca has also entered into an agreement with its founders (the “Casablanca Founders”), Purepoint and certain proposed directors of the Resultant Issuer (the “Director Purchasers”) pursuant to which the Casablanca Founders have agreed to sell and the Director Purchasers have agreed to purchase, 1,000,000 Casablanca Shares at their original issuance cost of $0.10. The foregoing Casablanca Shares are currently subject to escrow in accordance with Policy 2.4 of the Exchange and accordingly, such Casablanca Shares will continue to be subject to escrow following the transfer and the proposed transfer within escrow will require the approval of the Exchange. In connection with Casablanca’s application to the Exchange for approval of the proposed Qualifying Transaction, Casablanca will request, on behalf of the Casablanca Founders and the Director Purchasers, approval of the subject transfer within escrow.
Completion of the transaction is subject to a number of conditions, including but not limited to, the satisfaction of the minimum listing requirements of the Exchange, Exchange acceptance of the proposed Qualifying Transaction as Casablanca’s qualifying transaction pursuant to Exchange policies, receipt of gross proceeds pursuant to the Private Placement of not less than $1,000,000, shareholder approval (as applicable) and any other necessary approvals or consents. There can be no assurance that the Qualifying Transaction will be completed as agreed, or at all.
The proposed Qualifying Transaction is not a “non-arm’s length qualifying transaction” within the meaning of Policy 2.4 of the Exchange and, as such, shareholder approval is not required for purposes other than in connection with the ancillary matters outlined above, unless otherwise required by the Exchange. It is expected that a Sponsor will not be required in connection with the proposed Qualifying Transaction.
A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.
Purepoint Uranium Corporation Purepoint is a private company that was incorporated under the Canada Business Corporations Act on March 24, 2004. Purepoint was formed for the primary purpose of locating uranium deposits in the Athabasca Basin in Northern Saskatchewan. Purepoint currently maintains seven 100%-owned properties made up of 22 claims totaling approximately 120,000 hectares (300,000 acres) located in the eastern and northern perimeters of the Athabasca Basin. Saskatchewan’s Athabasca Basin currently provides approximately one-third of the world’s uranium production.
In the coming year, Purepoint intends to focus its efforts on completing the geophysical exploration of and drilling on one of its properties, the Turnor Lake property. This property consists of five contiguous claims totalling 9,705 hectares and is underlain by 150 – 350 metres of Proterozoic sandstone. Within Turnor, Purepoint has identified three prospective areas of concentration: the Turaco Grid, the Laysan Grid and the Serin Grid. Turnor is located 12 to 14 kilometres east-northeast of Cameco Corporation’s new, high-grade uranium zone at La Rocque Lake. Preliminary geophysical work is currently underway at Turnor in preparation for an initial drill program in the 2005/2006 winter season. A report in respect of the Turnor Lake property is currently being drafted in accordance with National Instrument 43- 101 – Standards of Disclosure For Mineral Projects and will be filed on SEDAR and publicly available at www.sedar.com upon completion.
On the basis of the audited financial statements for the fiscal year commencing the date of incorporation and ending on December 31, 2004, Purepoint had total assets of $306,311, liabilities of $9,449, working capital of $149,437 and net losses of $23,140.
Purepoint has three Control Persons: Christopher Frostad, a Toronto resident; Richcorp Holdings Inc., an Ontario company controlled by Christopher Rich, a Toronto resident; and Bullwinkle Inc., an Ontario company controlled by Allan Beach, a Toronto resident.
Proposed Management
As part of the completion of the Qualifying Transaction, Purepoint’s current management will assume management responsibility for Casablanca and, subject to shareholder approval, Casablanca’s board of directors will be comprised of nominees of Purepoint. The following are brief descriptions of Purepoint’s management team and its proposed nominees that will, collectively, assume management responsibility for Casablanca:
Chris Frostad, BBA, CA – Director, President & CEO
Chris Frostad has spent nearly 25 years working with and building a variety of high growth, ear
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