VANCOUVER, Oct. 24, 2011 /CNW/ - Bearclaw Capital Corp. (TSX-V: BRL and
FSE: 5BQ) announced in a news release dated October 5, 2011 that it has
agreed to sell its 100% interest in its Gnat Pass mineral properties to
Finsbury Exploration Ltd., a private company affiliated with the Hunter
Dickinson Inc. group of companies.
As part of the purchase price, Finsbury has agreed to issue to Bearclaw
up to 1 million shares in Finsbury concurrently with the consummation
of a plan of arrangement and qualifying transaction that Finsbury
proposes to undertake in the future, involving Finsbury, a capital pool
company, and the shareholders in Finsbury. It is currently proposed
that the shares in Finsbury issued to Bearclaw will be exchanged for
shares in the public company pursuant to the plan of arrangement. A
further component of the purchase price is an option Finsbury will
grant to Bearclaw, by which Bearclaw may acquire shares in Finsbury
with an aggregate subscription price of up to $150,000 as part of a
private placement or other financing that is proposed to close prior to
or concurrently with the plan of arrangement. As with the other shares
to be issued to Bearclaw by Finsbury, it is currently proposed that any
shares in Finsbury acquired by Bearclaw pursuant to the exercise of the
option will be exchanged for shares in the public company as part of
the plan of arrangement.
Lions Bay Capital Inc., a Vancouver-based Capital Pool Company listed on
the TSX Venture Exchange announced in a news release dated October 12,
2011, that it has entered into a letter agreement with Finsbury to
purchase all of the issued and outstanding common shares of Finsbury by
way of a plan of arrangement or similar form of transaction. Please
refer to the Lions Bay news release for additional information on the
agreement between Lions Bay and Finsbury.
The TSX Venture Exchange has approved the proposed sale by Bearclaw to
There can be no assurance that the proposed plan of arrangement and
share exchange discussed above will take place. Any plan of
arrangement will be subject to, shareholder approval and approval by
the BC Supreme Court.
This news release contains forward-looking statements. Known and unknown
risks and uncertainties may cause actual events or results to differ
materially from those expressed or implied by any such forward-looking
About Bearclaw Capital Corp.
Bearclaw Capital Corp. is a Canadian public mineral exploration company
which was incorporated in British Columbia, Canada in 1999. The Company
has several significant copper-gold-silver properties that are, will
be, or have been optioned or joint ventured. Bearclaw Capital Corp.
trades under the symbol "BRL" on the TSX Venture Exchange and "5BQ" on
the Frankfurt Exchange.
Neither 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.