The Qualifying Transaction is expected to occur through the
amalgamation of Kilo and a wholly owned subsidiary of Blue Ribbon to be
created, pursuant to which Kilo outstanding securities will be exchanged for
equivalent Blue Ribbon securities as further provided herein. It is expected
that upon completion of the Qualifying Transaction, Blue Ribbon will change
its name to Kilo Goldmines Ltd. or to a similar name.
Pursuant to the Agreement, the outstanding common shares of Blue Ribbon
will first be consolidated on a "one for four" basis (such post-consolidated
Blue Ribbon common shares are hereinafter referred to as "Blue Ribbon
Shares"). Blue Ribbon will then acquire all of the issued and outstanding
common shares of Kilo in exchange for the issuance to the shareholders of Kilo
of an aggregate of 22,933,413 Blue Ribbon Shares, plus the additional number
to be issued pursuant to the Offering (as defined below) at a deemed price of
$0.80 per Blue Ribbon Share. Each Kilo shareholder will be entitled to one
(1) Blue Ribbon Share for each one (1) share held by them in Kilo. In
addition, Blue Ribbon has agreed to issue replacement options and warrants to
all holders of Kilo options and warrants who surrender such securities to Blue
Ribbon pursuant to the Agreement. The number and exercise price of the
replacement options and warrants issued by Blue Ribbon will have identical
exercise terms as the Kilo options and warrants that are surrendered. In
addition, Kilo intends to complete a private placement financing to raise
additional funds prior to the closing of the Qualifying Transaction (the
"Offering"). The terms of the Offering have not as yet been established.
Completion of the Qualifying Transaction is subject to a number of
conditions, including, but not limited to, the satisfaction of the minimum
listing requirements of the Exchange, Exchange approval of the Qualifying
Transaction, a satisfactory due diligence review by Blue Ribbon, receipt of
aggregate gross proceeds under the aforementioned Offering satisfactory to
meet the requirements of the Exchange, the entering into of a definitive
amalgamation agreement in respect of the business combination and the approval
of the respective boards of directors of Blue Ribbon and Kilo and their
respective shareholders. It is expected that a meeting of the shareholders of
Blue Ribbon to consider the matters outlined herein will be held in October,
2008. The Qualifying Transaction will be an arms' length transaction.
Sponsorship may be required by the Exchange in connection with the
proposed Qualifying Transaction and, if so required, it is anticipated that
Union Securities Ltd. will act as sponsor. An agreement to sponsor should not
be construed as any assurance with respect to the merits of the transaction or
the likelihood of completion.
A filing statement in respect of the proposed Qualifying Transaction will
be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR
at www.sedar.com no less than seven (7) business days prior to the closing of
the proposed Qualifying Transaction. A press release will be issued once the
filing statement has been filed as required pursuant to the Exchange policies.
Kilo Goldmines Inc.
Kilo is a private company that was incorporated under the Business
Corporations Act (Ontario) on January 18, 2006. Kilo's primary business is the
exploration of mineral properties in the Democratic Republic of Congo ("DRC")
- focusing on the Kilo-Moto region of this country. Kilo has a very senior and
experienced management team with extensive African experience. The DRC is
generally considered to be an underdeveloped and under explored region with
very good potential. With a comprehensive new mining code introduced in 2002
and with democratic elections successfully concluded in 2007, management of
Kilo believes that the DRC has entered into an era of renewed stability that
will allow companies such as Kilo to exploit its opportunities.
As at March 31, 2008, Kilo had current assets of $2,353,535
(September 30, 2007 - $1,365,599), including $1,982,739 in cash and cash
equivilents, and total current liabilities of $310,181 (September 30, 2007 -
$70,829). This financial information is unaudited, although Kilo expects that
its audited financial statements for the periods ended September 30, 2006 and
September 30, 2007 will be completed soon.
Kilo's main property (the "Masters Property"), upon which it intends to
focus its exploration efforts, is held through a 90% owned limited liability
partnership established pursuant to the laws of the DRC called KGL-Masters
SPRL ("KGL Masters"), which was created on July 4, 2007. Kilo has obtained
from Stanley Robinson, P. Geo. a qualifying report on its Masters Property
prepared in accordance with NI 43-101 for the purposes of the Qualifying
Transaction.
The mineral rights for the Masters Property are held under 8 contiguous
Permis de Recherches (Exploration Licences), initially granted to MASTERS
SPRL. The Masters Property is located in the Territories of Mambasa and Irumu
in the Oriental Province (Province Orientale) and in the Territory of Beni in
North Kivu (Nord Kivu) in the north-eastern part of the DRC. The city of Beni
is located on the southern part of the property. MASTERS SPRL has assigned the
Exploration Licences to KGL MASTERS and Kilo will fund KGL MASTERS to carry
out exploration. The youngest lithology on the Masters Property is the Post
Karoo, essentially a lateritc cuiriasse. The underlying Karoo formation, of
black shales, elluvial and alluvial deposits lies on the Lindian. The Lindian
is composed of black argillite and sandstone intercalated with arkosic
sandstone, red micaceous sandstone, conglomerates and a number of basic dykes.
The Kibalian (Burundian) formation consists of quartzitic sandstone often with
pyrite, pellitic and graphitic shales and horizons intercalated with fine
quartzitic sandstone, banded sericite schists, quartz-sericite schists,
phyllites, spotted schists and red banded shale. Gold bearing quartz veins are
hosted within the Kibalian formation. Gold mineralization is present in close
proximity of the Masters Property. The gold is within fractures in quartz
veins that are predominantly hosted within quartz - mica schists of Kibalian
formation. During the first half of the 1900's the property and vicinity was
explored and exploited primarily for alluvial gold. During this time,
reconnaissance type exploration activity focused on the hard-rock potential
was carried out over small selected areas. Exploration activities and
exploitation of gold was virtually non-existent during the second half of the
1900's. The Masters Property has never been subjected to systematic
exploration using current methods.
Kilo believes that the Masters Property has the potential to host
significant deposit(s) of gold either in the granitic intrusives and
surrounding rocks (reduced-intrusive related gold deposits), or in the
volcanic rocks (orogenic type gold deposits).
Kilo will finance all activities of KGL-Masters by way of loans which
bear interest at the rate of 5%. The loans are repayable by KGL-Masters to
Kilo from revenues generated, before distribution of dividends to the
partners.
Proposed Management
Upon completion of the Qualifying Transaction, Kilo's current management
will assume management responsibilities for Blue Ribbon. Kilo will have the
right to appoint up to six directors to the board of the resulting company. It
is expected that those directors will include Peter Hooper, James Mustard,
Jacques Bouchard, Jack Tindale and David Carbonaro. The incoming officers will
be: Peter Hooper, President and Chief Executive Officer, Paul Andersen, Chief
Financial Officer and David Carbonaro, Corporate Secretary. Moto Goldmines
Limited ("MGL"), the company from which Kilo has acquired rights to certain of
its properties in the DRC, including the Masters Property, currently owns
4,000,000 common shares of Kilo, or approximately 17.5 % of Kilo's issued and
outstanding common shares. MGL will also be issued, prior to the closing of
the Qualifying Transaction, such number of additional common shares of Kilo so
that the number of Blue Ribbon Shares that will be held by MGL upon the
completion of the Qualifying Transaction shall constitute 20% of the resulting
public company's issued and outstanding common shares. The following are brief
descriptions of the proposed directors and officers that will, collectively,
assume management responsibility for Blue Ribbon upon completion of the
Qualifying Transaction:
Peter Hooper - President, Chief Executive Officer and Director
Mr. Hooper is a senior mining engineer and geologist and principal of
Hooper Mining Services, which has consulted to mining projects worldwide.
Mr. Hooper has had direct mining operating experience including being Mine
Manager of the Beaver Lodge Uranium Mine, operated by a predecessor of
Cameco Inc.
David Carbonaro - Corporate Secretary and Director
Mr. Carbonaro is a partner in the Toronto office of the law firm Heenan
Blaikie LLP and has been practicing in the corporate finance area for
twenty years. In that period, he has had significant experience acting for
many public and private companies, securities dealers and investment banks on
finance matters.
James Mustard - Director
Mr. Mustard is a geologist and project engineer with extensive
exploration operating experience. He was Vice President and Senior Mining
Analyst at Haywood Securities Inc. before becoming President of Mantle
Resources Inc.
Jack Tindale - Director
Mr. Tindale is a Canadian exploration geologist and professional engineer
with over 50 years experience worldwide. Mr. Tindale is skilled in the
development of exploration projects from grass roots through to feasibility
and production in base and precious metals.
Jacques Bouchard - Director
Mr. Bouchard is a partner in the Montreal office of the law firm Heenan
Blaikie LLP and has been practicing as an international lawyer for over twenty
years. In that period, he has had significant experience acting for companies
with assets in Africa, including in the DRC.
Paul Andersen - Chief Financial Officer
Mr. Andersen is the managing partner of Forbes Andersen LLP, a Toronto
firm of Chartered Accountants, and has over 15 years experience in senior
management roles with numerous private and public companies.
Other Information
Completion of the Qualifying Transaction is subject to a number of
conditions including, but not limited to, the satisfaction of the minimum
listing requirements of the Exchange and Exchange approval of the Qualifying
Transaction. There can be no assurance that the transaction will be completed
as proposed, or at all. The Qualifying Transaction will be an arms' length
transaction.
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
Qualifying Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool corporation should be
considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this
press release.
Except for historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties.
Actual results may differ materially. Except as required pursuant to
applicable securities laws, neither Blue Ribbon nor Kilo will update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with
the Canadian securities regulatory authorities by Blue Ribbon and Kilo.
%SEDAR: 00025529E
For further information: Randy Koroll, Chief Financial Officer, Blue
Ribbon Capital Corp. (CUSIP#095818100), (416) 662-9455
