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LeBoldus Capital Inc. announces results of annual meeting and extension of agreement to acquire prospective uranium property in

^{Published on 2009-08-12 14:04:35, Last Modified on 2009-08-12 14:04:47 - Market Wire}
 

 CALGARY, Aug. 12 /CNW/ - LeBoldus Capital Inc. ("LeBoldus" or the "Corporation") (TSXV: LEB.P) is pleased to announce the results of its annual meeting, the extension of an agreement to acquire a prospective uranium property known as the Green Lake Property ("Green Lake" or the "Property") in north east Saskatchewan, and the details of the proposed acquisition. Annual Meeting of Shareholders ------------------------------ LeBoldus is pleased to announce that all of the directors of the Corporation were re-elected at the Corporation's annual meeting held July 28, 2009. In addition, shareholders approved the Corporation's stock option plan and re-appointed Hudson llp as auditors of the Corporation. Extension of Green Lake Acquisition ----------------------------------- LeBoldus, a capital pool company, entered into the Green Lake Property Sale and Purchase Agreement on February 18, 2009 (the "Agreement") with Kinetex Multi-Component Services Inc. ("Vendor"), an Alberta-based subsidiary of an arm's length public company, Kinetex Resources Corporation (TSXV: KTX.V). The Agreement provided for the acquisition of a one hundred percent (100%) undivided interest in two mineral claims, comprising the Property, subject to a 2.5% Net Returns Royalty. Consideration for the claims is $225,000 in cash, of which a $25,000 deposit (the "Deposit") has been paid, and the issuance of 6,000,000 common shares of the Corporation ("Common Shares"), at a deemed price of $0.15 per share, within 10 days of the receipt of closing of the acquisition. This transaction is intended to constitute LeBoldus' qualifying transaction ("Qualifying Transaction") pursuant to the applicable policies of the TSX Venture Exchange (the "TSXV"). The Qualifying Transaction is not subject to the approval of the shareholders of the Corporation as it is not a non-arm's length transaction in that the Vendor and LeBoldus and their respective directors and officers are not related parties pursuant to applicable securities laws and TSXV policies. The Agreement has now been amended such that the Deposit is refundable and the Agreement will terminate if the Qualifying Transaction is not completed by September 30, 2009. The conditions to be satisfied or completed prior to or upon the completion of the Qualifying Transaction include the following: (a) the approval of the Qualifying Transaction by any regulatory authority having jurisdiction, including the TSXV; (b) LeBoldus being reasonably satisfied with a due diligence review of the Property, such due diligence investigation to commence immediately and to be completed on or before 15 days from the date a geological report, prepared in accordance with National Instrument 43-101, is received by LeBoldus; (c) there will have been no material adverse change in the Property, or to the Vendor's title to the Property; (d) there being no encumbrances on the Property; (e) there being no current or threatened environmental actions or notices or any situation that could give cause for such event; and (f) closing of a private placement of not less than $800,000 to be completed at closing of the Qualifying Transaction (the "Private Placement"). Financing --------- The Corporation wishes to announce that, given the significant change in capital market conditions, the previously announced terms of the non-brokered Private Placement have been changed to allow for the issuance of 1.3 million Common Shares at a price of $0.15 per share and 3.7 million Common Shares to be issued on a flow-through basis at a price of $0.17 per share. In connection with the Private Placement, finder's fees may be paid of up to 10% in cash and up to 10% in warrants, each warrant entitling the holder thereof to purchase one Common Share at $0.15 per share for a period of 12 months. The Corporation intends to use the proceeds from the Private Placement for the completion of the Green Lake Property acquisition, competition of Phase 1 of the exploration program on the Property (see "Recommended Work Program for the Green Lake Property" below) and for general working capital purposes. Following the Qualifying Transaction, the current shareholders of LeBoldus will hold approximately 18.5% of the issued and outstanding Common Shares, the new shareholders as a result of the completion of the Private Placement in conjunction with the Qualifying Transaction will hold approximately 37% of the issued and outstanding Common Shares and the Vendor of the Property will hold approximately 44.5% of the issued and outstanding Common Shares. The Green Lake Property ----------------------- The following Property description and recommended work program is provided by Reliance Geological Services Inc. from the geological report entitled "Technical Report on the Green Lake Property, La Ronge Mining District, Saskatchewan, Canada" dated August 5, 2009 (the "Report"). The author, Ed Harrington, B.Sc, P.Geo, is a "qualified person" within the meaning of National Instrument 43-101 of the Canadian Securities Administrators and has reviewed and approved the following disclosure. The Green Lake Property consists of a contiguous block of two unsurveyed mineral dispositions, S-110175 and S-110176, totalling 10,052 ha. The dispositions are owned as to 100% by the Vendor. Both dispositions are in good standing to September 25, 2009. Under current legislation, the renewal costs for the 2009/2010 renewal year are expected to be $48,949. The Vendor anticipates paying the renewal costs prior to completion of the Qualifying Transaction. The Property is situated along the south-eastern edge of the Athabasca Basin, approximately 45 kilometres east-southeast of the McArthur River mine, 83 kilometres southwest of the past producing Rabbit Lake uranium mine, 53 kilometres south-southeast of the Cigar Lake uranium mine, and 80 kilometres south of Hathor Exploration Limited's Roughrider Zone discovery at their Midwest NE property. Access to the Green Lake Property is by helicopter from the settlement of Points North, Saskatchewan, which is located approximately 53 kilometers north-northeast of the Property. Float and ski-equipped aircraft can land on most of the larger area lakes. The Property is on relatively flat to gently rolling terrain with elevations ranging from 420 meters (1,378 feet), along the southern Property boundary, to 520 meters (1,706 feet) in the north-eastern portion of disposition S-110175. Vegetation consists of jack pine, alders, and scrub underbrush. Low areas usually contain standing water and muskeg. Climate is moderate, with hot dry summers and cold winters. Work season is year round. In 1935, pitchblende was discovered on the north shore of Lake Athabasca. Late in 1968, Gulf Oil made its initial uranium discovery at Rabbit Lake, where a pitchblende ore body was identified at the unconformity between the sandstones, conglomerates, and minor mudstones of the Athabasca Basin and the underlying crystalline metamorphic basement rocks. The Property deposit model is uranium mineralization, generally pitchblende and coffinite, occurring as fracture and breccia fillings, and disseminations in elongated or tabular zones hosted by sedimentary/metasedimentary rocks located below, above, or across a major continental unconformity. Property lithology consists of supracrustal meta-sediments intruded by mafic-ultramafic and granitic rocks, all of which have a general northeasterly trend. Ultramafic rocks are found in the southern portion of the Property, while smaller scale granitic intrusions are found in the central and northern portions. Intrusions, both granitic and mafic-ultramafic, occur primarily within the more granular supracrustal felsic biotite-gneisses and schists. The approximate margin between the basement rocks of the Wollaston Domain and the overlying Athabasca Group sandstones cuts through the northwestern potion of the Property. North-trending faults cut the east-central Property area, and northeast-trending small scale folds and shears occur throughout the Property. From 1968 through 1981, Gulf Minerals Canada Limited, Mobil Energy Minerals, and Uranerz Energy Corporation carried out a variety of work programs on and around the Green Lake Property. In Saskatchewan, mineralized areas are identified using an indexed numbering system, the Saskatchewan Mineral Deposit Index (SMDI). Three mineral occurrences, SMDI 1145, 2043, and 2044, are located on or near the Property. SMDI 2044 is located on the Property, SMDI 1145 is located approximately 200 meters east of the Property, and SMDI 2043 is located 100 meters to the west. All three occurrences are classified as having pegmatite-hosted U mineralization, with SMDI 1145 also showing cerium and yttrium rare earth mineralization. Historical work on SMDI 2044 showed a number of muskeg samples, which returned uranium values as high as 750 ppm U, and rock sampling of radioactive pegmatite outcrops that returned scintillometer readings up to 12,000 cps, and assay values of up to 0.263% U3O8 (0.22% U) and 29 ppm Ni. The author of the Report has no details concerning sample preparation, analysis, and sample security regarding the foregoing information. In 2007, Fugro Airborne Surveys of Ottawa, Ontario, conducted a TEMPEST(R) electromagnetic and magnetic survey of the Wheeler-Beckett area. The Green Lake Property is located in the northern portion of the Wheeler-Beckett. Results from Fugro's magnetic survey show a broad series of northeast-trending magnetic highs in the northern and southern portions of the Property. Results from the EM survey show a northeast-trending conductive zone in the northern portion of the Property, roughly coincident with the mapped edge of the Athabasca Basin sandstone. Spot conductive highs are scattered over the central and southern Property area. Recommended Work Program for the Green Lake Property ---------------------------------------------------- The Green Lake Property is of sufficient merit to justify the following three-phase exploration program. Phase 1 work should consist of establishing a fly-in base camp. Work would include prospecting, geological mapping, and geochemical rock sampling. The estimated cost of Phase 1 work is $303,000. Phase 2 work should consist of a ground geophysical vibroseis-source seismic survey, and would not be contingent on Phase 1 results. However, Phase 1 results could be used to plan the Phase 2 program. As low ground on the Property tends to be swampy, the seismic survey should be carried out during the winter. The estimated cost of Phase 2 work is $1,100,000. Phase 3 is contingent upon Phase 1 and/or Phase 2 work showing targets suitable for follow-up. Phase 3 work should consist of up to five drill holes averaging 200 meters in depth and totaling 1,000 meters (3,050 feet). Phase 3 drilling is estimated to cost approximately $1,100,000. Corporate Structure ------------------- It is expected that certain of the Corporation's directors and officers will resign upon closing of the Qualifying Transaction. Following the Qualifying Transaction, the directors and officers of LeBoldus will consist of Gil Schneider, Director, President and Chief Executive Officer, Greg Jerome, Director and Chief Financial Officer, Christopher M. Wolfenberg, Director and Corporate Secretary, Leonard Van Betuw, Director and Pierre P.G. Magnan, Director. Gil Schneider ~ Director, President and Chief Executive Officer Mr. Schneider brings over 32 years of management experience in both private and public sector companies. Mr. Schneider currently serves as President, CEO and a director of Kinetex Resources Corporation; CFO and a director of AgriMarine Holdings Inc; President, CEO and a director of AXEA Capital Corp.; and a director of several private companies. Gregory A. Jerome ~ Director and Chief Financial Officer Mr. Jerome has been the Chief Financial Officer of Skana Exploration Ltd. since April 2007. Prior thereto, he was V.P. Finance of Esprit Energy Trust from May 1999 to March 2007 and Manager, Taxation at PricewaterhouseCoopers from February 1997 to May 1999. Mr. Jerome obtained a Bachelor of Business Administration from Simon Fraser University and is a member of the Institute of Chartered Accountants of Alberta. Christopher M. Wolfenberg ~ Director and Corporate Secretary Mr. Wolfenberg has been a lawyer with the law firm of Macleod Dixon llp since July 2002. He has been a Sessional Instructor at the Southern Alberta Institute of Technology. Mr. Wolfenberg holds a Bachelor of Social Sciences from the University of Ottawa, a Bachelor of Laws from Queen's University and a Master of Laws from Cornell Law School. Mr. Wolfenberg is a member of the Law Society of Alberta. Leonard Van Betuw ~ Director Mr. Van Betuw is the founder and President of Kinetex Multi-Component Services Inc, and has served as a director of Kinetex Resources Corporation since October 2006. Mr. Van Betuw has extensive geophysical experience with participation in over one hundred projects in diverse locations around the world over a period of 20 years. His technical background includes integrated quality control, 3D seismic survey design, data processing and seismic modeling. Pierre P.G. Magnan ~ Director Mr. Magnan has been a Partner with the law firm of Gowling Lafleur Henderson LLP since February 2009. Prior thereto, he was a Partner with the law firm of Osler, Hoskin & Harcourt LLP from March 2006 to January 2009 and an Associate from September 2001 to March 2006. Mr. Magnan has also been a Lecturer in the Faculty of Law at the University of Calgary since September 2002 and Trustee of the Regional Authority of Greater Southern Public Francophone Education Region No. 4 since October 2007. Mr. Magnan was Director, Corporate Development, of Stockback Capital LLP from February 2000 to July 2001 and an Associate at the law firm of Sullivan & Cromwell LLP from September 1998 to February 2000. Mr. Magnan holds a Bachelor of Social Sciences and a Bachelor of Laws from the University of Ottawa, and a Master of Laws from Cambridge University. He is a member of the law societies of Alberta and Upper Canada and has been admitted to the New York Bar and the Law Society of England and Wales. LeBoldus will apply to the TSXV in order to be exempt from the sponsorship requirements of TSXV policies. At the request of the Corporation, trading in the shares of LeBoldus remains halted in accordance with the policies of the TSXV. Completion of the transaction is subject to a number of conditions, including but not limited to TSXV acceptance and if applicable pursuant to TSXV requirements, 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. 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Statements in this press release may contain forward-looking information, including expectations of the results of future exploration and the ability to find suitable targets, future production, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the company. These risks include, but are not limited to, the risks associated with the mining industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information. The reader is further cautioned that the preparation of financial statements in accordance with generally accepted accounting principles requires management to make certain judgements and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Estimating reserves is also critical to several accounting estimates and requires judgments and decisions based upon available geological, geophysical, engineering and economic data. These estimates may change, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes. %SEDAR: 00026745E 

For further information: Evatt Merchant, President, Chief Executive Officer and Director, LeBoldus Capital Inc., Suite 400, 2710 - 17th Avenue S.E., Calgary, AB, T2A 0P6, Telephone: (403) 237-9777, Facsimile: (403) 237-9775, E-mail: [ emerchant@merchantlaw.com ]