Birchpoint Announces Closing Date of Qualifying Transaction Scheduled For September 26, 2006 and Filing on Sedar of The Filing Statement
Birchpoint Capital Inc. (“Birchpoint” or the “Company”), a capital pool company, is pleased to announce the filing on SEDAR of a Filing Statement pursuant to the policies of the TSX Venture Exchange. The Filing Statement sets out the specifics of the transaction that the Company proposes to have constitute its “Qualifying Transaction” pursuant to the policies of the TSX Venture Exchange. The closing date of the arm’s length Qualifying Transaction is scheduled for September 26, 2006.
As previously disclosed, Birchpoint has entered into a security exchange agreement as of June 23, 2006 (the “Share Exchange Agreement”) for Birchpoint to acquire all of the issued and outstanding securities of Hot Rock Uranium Corp. Closing the Qualifying Transaction is subject to the satisfaction of or compliance with the terms and conditions
As set forth in the Share Exchange Agreement, including:
(a) Birchpoint must be satisfied in its sole discretion with its due diligence review of Hot Rock;
(b) All of the common shares and warrants of Hot Rock must be transferred from the beneficial owners thereof to Birchpoint free and clear of any encumbrances, adverse claims, rights or interests; and
(c) The acquisition must receive approvals by all regulatory bodies having jurisdiction in connection therewith including, the TSX Venture Exchange.
The TSX Venture Exchange has not yet conditionally approved the Qualifying Transaction and the Filing Statement may have to be re-filed at the discretion of the TSX Venture Exchange.
The Filing Statement is available on SEDAR at www.sedar.com. Birchpoint proposes to change its name to Ucore Uranium Inc. after closing the Qualifying Transaction subject to necessary approvals. For further information, please contact Mr. Daniel Whittaker, President, Chief Executive Officer and Chief Financial Officer of Birchpoint at:
Telephone: (902) 482-5214
Fax: (902) 492-0197
This press release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Corporation expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include exploitation and exploration successes, continued availability of financing, and general economic, market or business conditions.
The Qualifying Transaction will not be submitted to the shareholders of Birchpoint for approval. Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, further due diligence, and Exchange acceptance. 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 filing statement to be prepared in connection with the Qualifying 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 Birchpoint 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 the contents of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release. (Not for dissemination in the United States of America)