Proposes to Option Mining Claims in British Columbia as Qualifying Transaction
NAINA CAPITAL CORP. NEWS RELEASE 1575 Kamloops Street TSX Venture Exchange Vancouver, BC V5K 3W1 Trading Symbol: NAA.P
Naina Capital Corp.
Proposes to Option Mining Claims in British Columbia as Qualifying Transaction
June 24, 2010 – Vancouver, British Columbia. Naina Capital Corp. (“Naina”) (TSX-V: NAA.P) is pleased to announce that it has entered into an option agreement dated June 17, 2010 (the “Option Agreement”) with Richard Billingsley and Gaye Richards, residents of British Columbia, (together referred to as the “Optionors”) which grants Naina an option to earn up to a 100% undivided interest in certain mining claims located in the Nicola Mining District, British Columbia (the “Tom Cat Claims” or the “Property”). In addition, each of the present directors of Naina have signed an escrow share purchase agreement (the “Share Agreement”) with Mr. Wally Boguski, a proposed incoming director of Naina. The Share Agreement allows Mr. Boguski and nominees to purchase 1,600,000 Naina shares (the “Escrow Shares”) which are held in escrow by the directors of Naina. The other proposed incoming directors of Naina, Mr. Al Ruggiero and Mr. Laurence Sookochoff, described below under “Management”, are expected to purchase a portion of the Escrow Shares.
The transactions contemplated under the Option Agreement and Share Agreement will constitute Naina’s Qualifying Transaction under TSX Venture Exchange Policy 2.4 Capital Pool Companies, and will be an arm’s length Qualifying Transaction. Shareholder approval will not be required; however, conditions to closing the Qualifying Transaction, include acceptance by TSX Venture Exchange (the “Exchange”) of the transactions contemplated by the Option Agreement and the Share Agreement and completion of the proposed financing described below. Naina expects that it will be a Tier 2 Mining Issuer under Exchange policies upon completion of the Qualifying Transaction and may change its name in connection with its Qualifying Transaction.
Option Agreement
Under the Option Agreement, Naina has been granted an option (the “Option”) to earn up to a 100% undivided interest in the Tom Cat Claims by paying $35,000 and issuing 450,000 common shares (“Shares”) to the Optionors over 2 years as follows: $10,000 on signing the Option Agreement (paid); 150,000 Shares following Exchange acceptance of Naina’s Qualifying Transaction; $25,000 and 100,000 Shares on the first anniversary of the date of the resumption of trading on the Exchange following completion of the Qualifying Transaction; and 200,000 Shares on the second anniversary of such date. If Naina exercises the Option and acquires a 100% interest in the Tom Cat Claims from the Optionors, the Optionors will retain an NSR royalty of 2.0%, 1.0% of which may be purchased for $2,000,000 for 5years from the start commercial production.
Tom Cat Claims
The Tom Cat Claims are located in the Nicola Mining District 200 kilometres east-northeast of Vancouver and are situated within the historic Aspen Grove copper camp. The Tom Cat Claims are comprised of eight contiguous mineral claims covering an area of 3,142 hectares. The Aspen Grove area was recognized for its potential in developing economic mineral deposits since the late 1880’s when copper mineralization was first discovered in the area. Two of the earlier discoveries, the Tom Cat and the Bunker Hill, were made on the ground covered by the Property which now includes nine documented mineral prospects or showings in a localized three by two kilometre area or approximately only one-
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quarter of the entire Property. Exploration work was recently conducted on the Property in 2006 and 2007 by Bold Ventures Inc. which resulted in the delineation of viable chargeability IP drill targets and copper soil anomalies associated with mineral showings.
Geologically, the Property predominantly covers the central facies of Triassic volcanic and lesser sedimentary rocks of the Nicola Group. Late Triassic felsic intrusives intrude the Nicola rocks resulting in variable degrees of alteration in the volcanics and/or sediments which may intensify at or near mineral zones. Portions of the major Summers Creek/Kentucky Lake fault traverse the Property providing potential structural controls to mineral zones and/or reveal surface indications of potentially economic sub-surface mineralization. The mineral showings on the Property may actually be such surface mineral leakage indicators and exploration should be designed to explore for deep seated mineral zones.
Naina has received an independent technical report (the “ITR”) on the Tom Cat Claims, in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Sookochoff authored the ITR in his capacity is a Qualified Person (as defined in NI-43-101) and is responsible for the technical information contained in this News Release.
Management
All of the directors of Naina except Mr. Navin Varshney, will resign their positions as directors of Naina. Mr. Varshney will remain a director but resign as President and Chief Executive Officer. To fill the vacancies created by the resignations of Messrs. Leif Smither, Frank Lang and Ernest Crepnjak, the directors of Naina intend to appoint Messrs. Wally Boguski, Al Ruggiero and Laurence Sookochoff to Naina’s Board of Directors upon the closing of the Qualifying Transaction. Mr. Boguski is expected be appointed as Chief Executive Officer and Mr. Ruggiero is expected to be appointed as Chief Financial Officer upon the closing of the Qualifying Transaction.
Mr. Boguski is a businessman and corporate consultant with a finance and mining background. He has participated in mining and mineral exploration in Canada, USA and Mexico for over 26 years, and is active with both private and publicly-listed companies.
Mr. Ruggiero is a financial consultant with an extensive accounting and finance background. He is a CPA and has worked with major accounting firms as an audit manager, as a director of internal audits for a major corporation and has worked extensively in Continuing Professional Education in association with the American Institute of Certified Public Accountants.
Mr. Sookochoff graduated from University of British Columbia with a B.Sc. in Geology (1966) and has applied his geological experience in various locations globally. He is a senior professional geologist and is the principle of Sookochoff Consultants Inc. Mr. Sookochoff is the author of the ITR and is expected to lead Naina’s geological team upon the completion of the Qualifying Transaction.
Concurrent Private Placement
In connection with the Qualifying Transaction, Naina intends to complete a non-brokered private placement of up to 2,000,000 units (“Units”) of Naina at a price of $0.35 per Unit, for total gross proceeds of up to $700,000. Each Unit will consist of one Share and one-half of one Share purchase warrant (a full warrant being a “Warrant”). A Warrant may be exercised to acquire an additional Share at a price of $0.50 for one year. A finder’s fee may be payable on all or a portion of the private placement in accordance with Exchange policies.
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The proceeds from the private placement will be used to complete the recommended work program set out in the ITR, make the second cash payment under the Option Agreement, provide additional working capital and provide an unallocated cash reserve.
Shares acquired by the placees, including any issued upon the exercise of Warrants, will be subject to a hold period of four months from closing in accordance with applicable securities legislation.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. Naina intends to apply for an exemption or waiver from sponsorship requirements on the basis of the ITR that it has received in relation to the Tom Cat Claims; however, there is no assurance that Naina will be able to obtain this exemption or waiver.
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Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.
For further information, please contact Navin Varshney, Chief Executive Officer at:
Telephone: (604) 251-6320, Facsimile: (604) 251-6350, or Email: [email protected]
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.