BTU Capital Corp. Files Filing Statement and Provides Update Regarding Its Qualifying Transaction
Suite 1240, 789 West Pender St. Vancouver, British Columbia Phone: 604-683-3995/ Toll Free: 888-945-4770/Fax: 604-683-3988
BTU CAPITAL CORP. FILES FILING STATEMENT AND PROVIDES UPDATE REGARDING ITS QUALIFYING TRANSACTION
May 31, 2017, Vancouver, BC, Canada – BTU CAPITAL CORP. ("BTU" or the "Company") (BTU.H-NEX) is pleased to report that it has filed a filing statement with respect to its proposed qualifying transaction.
As announced in its February 21, 2017 news release, BTU has entered into an option agreement (the "Option Agreement") with arms-length optionors whereby BTU has been granted an option to acquire an undivided 100% interest in the "Shakespeare Property" located approximately three kilometers northeast of Webbwood, Ontario. Additional information regarding the Shakespeare Property may be found in the Filing Statement, as well as in the independent NI 43-101 technical report prepared on behalf of the Company by Elizabeth Ronacher, PhD, P.Geo., and Jenna McKenzie, P.Geo. of Ronacher McKenzie Geoscience.
Additionally, BTU announces that it has increased its previously announced private placement offering of Units. BTU will offer up to 12 million Units (previously 11 million) at a price of five cents per Unit, for gross proceeds of up to $600,000 (previously $550,000). Each Unit will comprise one common share of BTU and one half of a share purchase warrant, with each full warrant entitling the holder to purchase one additional common share of BTU at a price of ten cents per share for a period of one year from the date of issue. BTU will also offer up to 2 million "flow through" common shares (the "FT Shares") at a price of ten cents per FT Share, for gross proceeds of up to $200,000.
The proceeds of the offering (assuming it is fully subscribed) will be used as follows:
| Estimated Cost ($) | |
|---|---|
| Estimated working capital deficiency as at April 30, 2017 | 184,275 |
| To fund remaining costs to complete the QT | 50,000 |
| To repay indebtedness owing to an arm's length party | 35,000 |
| To fund exploration programs on the Shakespeare Property | 200,000 |
| General and administrative expenses over the next 12 months | 150,000 |
| Working capital to fund ongoing operations | 180,725 |
| TOTAL | 800,000 |
BTU intends to rely on the "investment dealer" prospectus exemption, among other prospectus exemptions, with respect to the private placement. As such, the Issuer confirms that there is no material fact or material change about BTU that has not been generally disclosed.
Additionally, Derrick Strickland has joined BTU's board of directors. Mr. Strickland is a professional geologist with more than 25 years of industry experience, and has been a director and executive officer of numerous junior mining companies since 2002, providing geological technical expertise and leadership at the board level.
BTU is a capital pool company (CPC) and intends the transaction to constitute a qualifying transaction ("QT") under TSX Venture Exchange Policy 2.4 "Capital Pool Companies". Upon successful completion of the transaction, BTU will be a Tier 2 mining issuer. It is anticipated that the QT will be completed on or about June 12, 2017.
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Copies of the Filing Statement and the Technical Report can be found online at SEDAR under BTU's profile at www.sedar.com.
ON BEHALF OF THE BOARD
“Michael England”
_________________________________ Michael England, President, CEO, Director
FOR FURTHER INFORMATION, PLEASE CONTACT:
Telephone: 1-604-683-3995 Toll Free: 1-888-945-4770 Forward looking statements:
Certain statements in this release are forward-looking statements, including with respect to the proposed QT and concurrent private placement financing. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, as well as other factors beyond the Company's control.
These forward-looking statements are made as of the date of this news 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 release.