Birchpoint Announces Closing Of Qualifying Transaction, Name Change And Share Split
Birchpoint Capital Inc. (“Birchpoint” or the “Company”) is pleased to announce that its “Qualifying Transaction” pursuant to the policies of the TSX Venture Exchange closed on September 26, 2006.
Pursuant to the Share Exchange Agreement dated as of June 23, 2006, Birchpoint has acquired all of the issued and outstanding securities of Hot Rock Uranium Corp. in exchange for 6,400,000 common shares of Birchpoint at a deemed price of $0.27 per common share and 550,000 warrants to purchase common shares of Birchpoint. Each warrant gives the holder the right to purchase one common share of Birchpoint at an exercise price of $0.30 per common share until May 15, 2007.
Birchpoint has also completed a non-brokered private placement of 3,320,000 common shares at a price of $0.27 per common share for gross proceeds of $896,400. Proceeds of the private placement will be used for exploration and working capital. The common shares issued pursuant to the private placement will be subject to a four month hold period expiring January 27, 2007.
Pursuant to press releases dated May 23, 2006 and August 28, 2006, Birchpoint has also granted 440,000 incentive options to persons eligible for options under its stock option plan at an exercise price of $0.27 per common share. The options will expire on September 26, 2011 and vest over a three year period with 1/3 vesting on each of the first, second and third anniversary of the date of grant.
In addition, Birchpoint has issued 20,000 common shares to A.S.K. Prospecting & Guiding Inc. as part of the consideration under an option agreement to earn a 100% interest in the Westport property in northern Newfoundland subject to the remaining consideration being paid over four years from August 31, 2006.
After the issuance of the foregoing common shares, there are 15,990,000 Common Shares of the Company issued and outstanding.
The Company has received conditional approval from the TSX Venture Exchange to change its name to Ucore Uranium Inc. and to split its common shares on a two-for-one basis. The effective date of the share split and name change will be announced in a subsequent news release.
Finally, Stephen Stares has been appointed as a director of the Company and joins Daniel Whittaker, Denis Ryan and Brian MacEachen on the board of directors of the Company. Brian MacEachen replaces Daniel Whittaker as Chief Financial Officer and Wade Dawe as Corporate Secretary. Wayne Reid has been appointed the Vice President of Exploration.
Upon receiving final approval of the Qualifying Transaction from the TSX Venture Exchange, Birchpoint will be a mining exploration company.
For further information, please contact Mr. Daniel Whittaker, President and Chief Executive 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 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)