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T.B. Mining Ventures Inc. Enters into an Amalgamation Agreement to Acquire Kaskattama Inc.

^{Published on 2011-07-20 14:26:49 - Market Wire}
 

TORONTO, July 20, 2011 /CNW/ - T.B. Mining Ventures Inc (TSX-V: TBV.P), a capital pool company ("T.B. Mining") is pleased to announce that it has entered into an amalgamation agreement dated July 19, 2011, (the "Agreement"), with Kaskattama Inc., an Ontario corporation ("Kaskattama"), to acquire all the issued and outstanding securities of Kaskattama by way of a three cornered amalgamation of Kaskattama, T.B. Mining and a wholly owned subsidiary of T.B. Mining to be created (the "Transaction"). The Agreement follows a letter of intent regarding the Transaction signed on November 15, 2010 between T.B. Mining and Kaskattama (see press release of November 17, 2010).

The Transaction is subject to TSXV approval and is intended to constitute the Qualifying Transaction of T.B. Mining as such term is defined in Policy 2.4 of the TSXV. T.B. Mining will be applying to the TSX for listing on completion of the Transaction.

It is intended that the Transaction shall be completed by way of a three cornered amalgamation of Kaskattama, T.B. Mining and a wholly owned subsidiary of T.B. Mining to be incorporated ("T.B. Subco") to form a new company ("Amalco"), provided however that, by mutual agreement, the parties may revise the structure to comply with all necessary legal and regulatory requirements, to minimize or eliminate any adverse tax consequences or to increase cost effectiveness. The Transaction is intended to result in a reverse take-over of T.B. Mining by Kaskattama's shareholders. The Transaction will not be a Non Arm's Length Qualifying Transaction, as defined in the policies of the TSXV.

Terms of the Agreement

Subject to the terms hereof and all requisite approvals, on or prior to the closing of the Transaction (the "Closing Date"), T.B. Subco will amalgamate with Kaskattama to form Amalco and T.B. Mining will issue common shares of T.B. Mining to the shareholders of Kaskattama, in consideration for the transfer of their Amalco common shares to T.B. Mining, on the basis that each Amalco common share held by shareholders of Kaskattama will be exchanged for one common share of T.B. Mining. In addition, T.B. Mining will also issue warrants to the holders of such securities of Kaskattama with substantially the same terms, in consideration for the transfer of such securities of Amalco to T.B. Mining.

Capitalization

As of the date hereof, T.B. Mining has 3,025,000 common shares issued and outstanding, 300,000 incentive stock options outstanding and 75,000 non-transferable share purchase warrants outstanding. T.B. Mining will consolidate its capitalization such that at the Closing Date, T.B. Mining shall have no more than 1,779,411 shares, 176,471 incentive stock options and 44,118 non-transferable share purchase warrants issued and outstanding.

As of the date hereof, Kaskattama has 47,612,500 common shares, no incentive stock options and 1,806,250 non-transferable share purchase warrants issued and outstanding. Kaskattama will consolidate its capitalization such that at the Closing Date, Kaskattama shall have no more than 36,956,250 common shares, no incentive stock options and 3,806,250 non-transferable share purchase warrants issued and outstanding, excluding shares issued in connection with the Financing (as defined below).

Upon completion of the Transaction, T.B. Mining shall have 36,956,250 common shares issued and outstanding. Existing shareholders of Kaskattama will hold approximately 34,956,250 shares of T.B. Mining (approximately 94.6% pre-Financing), including those held by Everton Resources Inc., Sheridan Platinum Group Ltd. and Halo Resources Ltd. in connection with the acquisition of properties in the Shoal Lake area of western Ontario (the "Shoal Lake Properties").  Existing shareholders of T.B. Mining will own approximately 2,000,000 shares, options and warrants of T.B. Mining on a non-diluted basis (approximately 5.4% pre-Financing).

Conditions for Closing

The Agreement provides that closing of the Transaction is subject to several conditions including, among other things: (i) receipt of all regulatory approvals, including that of the TSX and the TSXV; (ii) requisite corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of T.B. Mining and Kaskattama, as applicable; (iii) closing of the Financing, as described below; (iv) the TSXV waiving the requirement to appoint a Sponsor for the Transaction, as such term is defined in the policies of the TSXV; and (v) technical reports shall be prepared on the Shoal Lake Properties in accordance with National Instrument 43-101.

Concurrent Financing

On the closing of the Transaction, Kaskattama is required to complete a private placement to raise gross proceeds of not less than $10,000,000 at a price of not less than $0.50 per security or if preferable or required in the context of the Transaction, the completion of a financing into Kaskattama prior to the closing of the Transaction on economically equivalent terms (the "Financing"). The final terms, conditions and documentation for any Financing shall be in such a form as is satisfactory to both T.B. Mining and Kaskattama. Jennings Capital Inc. and one or more agents may be engaged to act as co-agent of Kaskattama on a "best efforts" basis for the Financing and in connection therewith shall be paid a commission which may include agent's options. Upon completion of the Transaction and the Financing at a price of not less than $0.50 per security, Everton Resources will own 10,000,000 common shares or 18.6% of T.B. Mining on an undiluted basis and accordingly will be an insider of T.B. Mining.

Business of Kaskattama

Kaskattama is a Canadian controlled private corporation based in Toronto, Ontario. It was incorporated under the Business Corporation Act (Ontario) on July 11, 2007. Kaskattama has a mining business development plan targeting undeveloped assets for near term resource development. Kaskattama entered into agreements to acquire the Shoal Lake Properties.  When the acquisition and merger are completed, the new company will acquire ownership of two known Shoal Lake gold deposits, Duport and Cedar Island, near Kenora Ontario. A National Instrument 43-101 compliant technical report for the Shoal Lake Properties has been filed on SEDAR under Everton Resources Inc.

The Resulting Issuer

On the closing of the Transaction, T.B. Mining anticipates being a mining issuer that will meet the TSX's initial listing requirements regarding property by having Kaskatamma acquire 100% ownership of the Shoal Lake Property from Everton Resources Inc., located in the Shoal Lake area, near Kenora, Ontario as T.B. Mining's Qualifying Property in connection with the completion of T.B. Mining's Qualifying Transaction.

T.B. Mining and Kaskattama agree that upon the Closing Date, the board of directors of Amalco shall consist of seven directors, including five directors to be appointed by Kaskattama and two directors to be appointed by T.B. Mining. Such appointments are subject to the approval of the TSX. The names and backgrounds of each of these persons will be published in a later press release upon determination of which nominees of T.B. Mining will serve as directors and/or officers of Amalco upon closing of the Transaction.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless an exemption from the sponsorship requirement is available. T.B. Mining intends to apply for an exemption from the sponsorship requirement. There is no assurance that T.B. Mining will be able to obtain such an exemption.

Trading Halt

T.B. Mining's common shares are currently halted and T.B. Mining anticipates they will remain halted until the proposed Transaction is completed.

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 approval of the shareholders of T.B. Mining. 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. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of T.B. Mining and the Financing; and the anticipated business plan of T.B. Mining subsequent to completion of the Transaction. Although T.B. Mining believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. T.B. Mining cautions investors that any forward-looking information provided by T.B. Mining are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: T.B. Mining's ability to complete the proposed Transaction; the state of the financial markets for T.B. Mining's equity securities; the state of the market for gold or other minerals that may be produced generally by the resulting issuer in the event the Transaction is completed; recent market volatility; T.B. Mining's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that T.B. Mining is unaware of at this time. The reader is referred to T.B. Mining's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through T.B. Mining's page on SEDAR at [ www.sedar.com ].