VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 14, 2011) - Georgetown Capital Corp. (TSX VENTURE:GET.P) "Georgetown" or the "Company"), is pleased to announce that the Qualifying Transaction previously announced through a news release dated October 7, 2010 has been conditionally approved by the TSX Venture Exchange. The Company's Qualifying Transaction is expected to close on or around February 16, 2010, and is fully described in the Company's filing statement dated February 14, 2010 filed on SEDAR at www.SEDAR.com.
The company entered into an agreement on October 7, 2010 (the "Agreement") with Full Metal Minerals USA Inc., a wholly owned subsidiary of Full Metal Minerals Ltd. ("Full Metal") (TSX VENTURE:FMM), dated October 6, 2010 which grants the Company's Alaskan subsidiary an exclusive right to acquire a 60% undivided beneficial interest in the Tanacross mineral property in Alaska (the "Tanacross Property") (the "Proposed Transaction"). Upon Georgetown earning its 60% interest, the parties will form a joint venture whereby each party must proportionately contribute to future programs or be diluted to a net profits interest.
The 13,079 hectare Tanacross Property is comprised of multiple claim groups copper-gold-molybdenum porphyry systems in east-central Alaska. During 2007 to 2009, Full Metal and BHP spent $750,000 jointly to explore these targets using airborne geophysics, ground-based IP surveys, soil sampling grids and geological mapping. This work identified multiple drill targets that Georgetown and Full Metal will drill test during the 2011 season.
Terms of the Qualifying Transaction
Pursuant to the Agreement, Full Metal will grant an exclusive option to earn a 60% undivided beneficial interest in the Property by incurring cumulative expenditures of US$4,000,000, Georgetown issuing the common shares in its capital to Full Metal and by paying Full Metal the cash amounts as provided in the table below:
On or Before Cumulative Georgetown Share Georgetown Cash
Expenditures by Issuances Payments
On signing $25,000
TSXV Approval 50,000 $25,000
October 1, 2011 US$500,000 150,000 $50,000
October 1, 2012 US$1,000,000 250,000 $50,000
October 1, 2013 US$2,000,000 250,000 $50,000
October 1, 2014 US$4,000,000 $50,000
Georgetown may accelerate the above payments at anytime and thereby exercise the Option early. If approval is not obtained within 90 days of signing either party may thereupon terminate this agreement on 10 days written and unless the Exchange is obtained within such 10 days this agreement shall lapse and the initial cash payment of US$25,000 shall be forfeited.
Georgetown expects to close the previously announced equity financing for gross proceeds of CDN$2,063,750 (the "Private Placement") concurrent with the closing of the Qualifying Transaction by way of a non-brokered private placement at a price of CDN $0.55 per share. The net proceeds of the Private Placement will be used to fund the acquisition of the Option and other costs associated with the Qualifying Transaction, the work program recommended on the Tanacross Property, maintenance of the Tanacross Property and to provide general working capital.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents 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.