TLC has planned a reorganization, wherein directors Robert Anderson, John P. Bradford and Rodney Spence have resigned, and Edward Farrauto, CGA, Douglas Forster, MSc, PGeo, and Dr. Richard Henley, PhD, FAICD, have been appointed as directors. Nizar Bharmal has resigned as president, and Mr. Farrauto has been appointed president and chief financial officer. Dr. Henley has been appointed chairman of the board of directors, and David Toyoda has been appointed secretary.
Private placement financing
As part of the reorganization, the company is undertaking a non-brokered private placement of up to five million common shares at a price of 25 cents per common share for gross proceeds of $1.25-million. There is no finder’s fee payable on this financing and the common shares issued will be subject to a one-year hold from the closing date. Gold Fields Ltd., through a wholly owned subsidiary, will be the lead investor in the financing and will acquire 1.3 million shares in TLC representing approximately 9.5 per cent of the 13,704,001 common shares issued and outstanding upon closing of the private placement. The proceeds of the private placement will be used by the company to investigate opportunities to acquire new assets or business in the resource sector. The private placement is subject to regulatory approval.
Partership with Gold Fields
Gold Fields and TLC have reached an agreement for a partnership, whereby Gold Fields and TLC will have exclusive, reciprocal rights of first review of data from mineral properties that either company wishes to sell, option or joint venture. In the case of Gold Fields, the exclusive rights held by TLC to review project data on projects that Gold Fields decides to sell, option or joint venture will apply to all Gold Fields projects except projects deemed to be of a strategic nature to its business. These reciprocal rights will be for a three-year period from closing, and are subject to final documentation and regulatory approval. As part of this agreement, Gold Fields will also have the right to maintain its approximate 9.5-per-cent equity interest in TLC by pro rata participation in future equity financings for a period of three years from the closing date.
Gold Fields, one of the world’s largest producers of gold, has operations in South Africa, Ghana and Australia. Gold Fields currently has annual gold production of 4.3 million ounces and gold reserves of 81.5 million ounces.
New management and board of directors of TLC
Edward Farrauto, CGA, president, chief financial officer and director
Mr. Farrauto has 17 years of experience as a senior financial officer in private and public companies. His experience encompasses financial and regulatory compliance and public company management. Mr. Farrauto has been directly responsible for overseeing private placement financings, prospectus filings, reverse takeovers, and merger and acquisition transactions. He has extensive experience with United States filings including Securities & Exchange Commission (SEC) clearance and reporting issuers.
Douglas Forster, BSc, MSc, PGeo, director
Mr. Forster has been associated with the mineral exploration and mine development industry for the past 22 years. He holds a BSc (1981) in geology and an MSc (1984) in economic geology from the University of British Columbia. Mr. Forster has extensive experience and a proven track record in resource project development and venture capital finance. He has been a founder, senior executive and/or director of 10 publicly traded companies listed on the TSX Venture Exchange, Toronto Stock Exchange or Nasdaq. Mr. Forster is currently a director of Rubicon Minerals Corp. (1996 to present), Radiant Communications Corp. (2000 to present), Odyssey Resources Ltd. (2001 to present), and Sonic Environmental Solutions Inc. (2002 to present). Since 1994, Mr. Forster has been president of Quarry Capital Corp., where he assists companies in matters pertaining to corporate development and finance. Mr. Forster is a registered member of the Association of Professional Engineers and Geoscientists of British Columbia.
Richard W. Henley, PhD, FAICD, chairman and director
For nearly 30 years, Dr. Henley has been acknowledged internationally as a leader in the fields of mineral deposit exploration and research, through major contributions to knowledge of the origin of each of the dominant styles of gold and porphyry mineralization, and their exploration. As a minerals consultant he is credited with involvement in a number of major gold discoveries including the world’s largest on Lihir Island in Papua New Guinea (PNG), which contains in excess of 40 million ounces of gold. Dr. Henley is the recipient of numerous awards including the Thayer Lindsley Award of the Society of Economic Geologists (1995) and a Fulbright Scholarship in 1983. He obtained his PhD in 1971 from the University of Manchester and, following appointments in New Zealand and Newfoundland, moved to Australia in 1986 as chief scientist in the Bureau of Mineral Resources for the Commonwealth government. In 1990, Dr. Henley founded and was managing director of Etheridge and Henley, later EHW, which became the largest geosciences consulting organization in Australia and one of its fastest growing private companies. He then led the international merger of EHW to become Steffen Robertson and Kirsten (Australasia) Pty. Ltd., and subsequent company acquisitions. Dr. Henley has been frequently invited as a keynote speaker at industry and science forums all over the world. He is a fellow of the Australian Institute of Company Directors, and he has advised major organizations on corporate governance, business management, risk and commercialization strategies.
David Toyoda, BComm (Hons), LLB, secretary
Mr. Toyoda is a partner in the law firm of Catalyst Corporate Finance Lawyers. He completed his law degree at the University of British Columbia in 1992, and was called to the British Columbia Bar in 1993. Mr. Toyoda is also involved in co-ordinating corporate governance courses for Simon Fraser University and the TSX Venture Exchange.
Appointment of Endeavour Financial Ltd. as adviser to TLC
Endeavour Financial has agreed to act as an adviser to TLC. In exchange for providing a comprehensive set of advisory services Endeavour will be paid a retainer of $5,000 per month and receive 250,000 share purchase options exercisable at 25 cents for a period of five years. The services to be provided to TLC will include but not be limited to: a) assistance in project evaluation and acquisition; and b) capital markets advice.
Endeavour has provided financial advisory services to the mining and minerals industries for 15 years. They are a private, independent investment banking firm with a history of achieving success for their clients. Over the years, Endeavour has structured and arranged numerous project, acquisition, and corporate financings, corporate mergers and acquisitions, mine acquisitions and divestitures. Recently, Endeavour added a new dimension to its business by significantly expanding its valuation, equity, mergers and acquisitions, and corporate finance capabilities.
With offices in Vancouver, Georgetown and London, Endeavour is one of the largest investment banking teams dedicated exclusively to the global mining industry. TLC is confident that Endeavour’s extensive experience in the mining sector will contribute positively to building shareholder value.
Other corporate reorganization matters
The company has granted incentive stock options to purchase 1,055,000 shares exercisable at 25 cents per share for a period of five years to the new officers, directors and consultants of the company. The stock options are subject to regulatory approval.
Previous management and major shareholders have sold a total of 5,900,465 common shares to a number of investors.
Mr. Forster has acquired 2,400,232 common shares in the capital of TLC from previous management and shareholders. As a result Mr. Forster will own 2,400,232 common shares of TLC, representing approximately 17.5 per cent of the 13,704,001 common shares issued and outstanding upon closing of the private placement. Mr. Forster has acquired these securities for investment purposes only. Mr. Forster does not act jointly or in concert with any person or company in respect of ownership of securities of TLC. Mr. Forster reserves the right to acquire additional securities of TLC or from time to time dispose of securities of TLC held by him as market opportunities exist or develop.
Blayne Johnson has acquired 2,400,232 common shares in the capital of TLC from previous management and shareholders. As a result Mr. Johnson will own 2,400,232 common shares of TLC, representing approximately 17.5 per cent of the 13,704,001 common shares issued and outstanding upon closing of the brokered private placement. Mr. Johnson has acquired these securities for investment purposes only. Mr. Johnson does not act jointly or in concert with any person or company in respect of ownership of securities of TLC. Mr. Johnson reserves the right to acquire additional securities of TLC or from time to time dispose of securities of TLC held by him as market opportunities exist or develop.
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