News Release Newbridge signs Share Purchase Agreement for Proposed Transaction
VANCOUVER, BRITISH COLUMBIA--(Marketwire - December 19, 2011) - Newbridge Capital Inc. (TSX VENTURE: NBC) ("Newbridge" or the "Company") is pleased to announce that it has entered into a share purchase agreement (the "SPA") with Safin Element GmbH. ("Safin"), a private Austrian company, to acquire all of Safin's 100% beneficial interest (the "Interest") in the Lomonosovskoye Limited Liability Partnership (the "LP") (the "Transaction"). Pursuant to a contract between the LP and the Ministry of Industry and New Technologies of Kazakhstan dated March 20, 2009 and as amended on July 31, 2009 and December 28, 2010 (the "Subsoil Use Contract"), the LP holds unrestricted exploration and production rights to the Lomonosovskoye iron ore deposit (the "Deposit"), located in Kostanay Oblast, Kazakhstan.
Safin will maintain an approximate 15% indirect interest in the Deposit through the shares of the Company it will receive, as noted below, as part of the consideration for the sale of the Interest to the Company.Lomonosovskoye Iron Ore Deposit
The Deposit is located in the northwest corner of the Republic of Kazakhstan in the Kostanay Region, 618km northwest of the country's capital of Astana and 50 west-southwest of the regional capital of Kostanay.
The iron ore deposits, along with a number of significant magnetite deposits, occurs in the Turgai belt of the regional Valerianovskoe magmatic arc in northern Kazakhstan. The magnetite deposits of the Valerianovskoe magmatic arc are hosted by andesitic volcanics, pyroclastics, and intercalated sediments and carbonates of the Valerianovo supergroup. Large gabbro-diorite-granodiorite igneous bodies of the Sarbai-Sokolovsk and Sulukolskaya complexes are related to the mineralization, with granitic facies interpreted as having been intruded from Mid-Visean to Permian period. In some deposits, the host sedimentary sequence is cross cut by post-ore dioritic porphyry. The Palaeozoic units of the Turgai belt in Kazakhstan are entirely covered by Mesozoic to Cainozoic sediments which are from 40 to 180 m in thickness.
The Deposit comprises two deposit sites: the North-Western ("NW") deposit and Central deposit, which differ in geological structure, genesis and composition of ores. Although they are located within 1 km of each other, they are considered as individual deposits being separated by a diorite intrusion. Historical work to date has outlined skarn iron ore mineralization at the NW Deposit and the Central Deposit beneath 100m of overburden and extending to 1400m depth in the NW Deposit, and some 900m at Central. The mineralization outlined by the historical drilling has not been closed off at depth at the NW Deposit and may be open at Central.
A technical report dated December 15, 2011 prepared by Mining Associates Pty Ltd. of Australia with respect to the Deposit and compliant with NI 43-101 has been completed and will be filed with the TSX Venture Exchange (the "Exchange") for review and will be filed on SEDAR if and when the proposed Transaction closes.Kazakhstan
From Kazakhstan's independence from the Soviet Union over 20 years ago, President Nursultan Nazarbayev, with the assistance of Prime Minster Karim Massimov, have played proactive roles in modernizing and transforming the country into a dynamic independent state. This transaction would not have been possible without the efforts of these two gentlemen.Proposed Transaction
The first payment is USD $18,768,000 comprising a cash payment of USD $14,152,800 and that number of shares of the Company equal to dividing the sum of USD $4,615,200 by Cdn$0.20 per share (the "First Instalment") and will be paid to Safin on the closing of the Transaction.
The second instalment is a condition payment and is the sum of USD $25,760,000 comprising a cash payment of USD $22,190,000 and that number of common shares of the Company equal to dividing the sum of USD $3,570,000 by 100% of the volume weighted average trading price of the Company's share for the 5 consecutive trading days ending on the trading day preceding the date the Company issues the shares to Safin (the "Second Installment").
The third instalment is a condition payment and is the sum of USD $25,760,000 comprising a cash payment of USD $22,190,000 and that number of common shares of the Company equal to dividing the sum of USD $3,570,000 by 100% of the volume weighted average trading price of the Company's share for the 5 consecutive trading days ending on the trading day preceding the date the Company issues the shares to Safin (the "Third Installment").
The Second Installment is due on or before thirty (30) business days following receipt by the Company of the results of tests by an independent laboratory to confirm to the Company's satisfaction, acting reasonably, the iron ore product quality of the Deposit (the "Quality Test"). The Company expects that the Quality Test will be completed in the 3rd quarter of 2012.
The Third Installment is due on or before thirty (30) business days following receipt by the Company of the results of a drilling program to be undertaken by the Company in 2012, confirming, to the Company's satisfaction, acting reasonably, the level of certainty of the historical mineral resources of the Deposit and the completion by the Company of a resource estimate to be conducted by and under the supervision of an independent qualified person and senior resource geologist (collectively the "Resource Estimate"). The Company expects that the Resource Estimate will be completed in the 4th quarter of 2012.
In the event the Company is not satisfied with either the Quality Test or the Resource Estimate, the Company has the right, up to and including September 12, 2012, to sell back the Interest to Safin and Safin is obligated to purchase from the Company the Interest for that amount equal to the First Instalment (and the Second Instalment if previously paid by the Company to Safin) less certain expenses incurred by the LP to meet its obligations under the Subsoil Use Contract and unrecoverable taxes paid by Safin to the Kazakhstan state.
A finder's fee payable in instalments is payable to a third party for introducing the proposed Transaction to the Company. The payments are:
- USD $1,662,464 upon approval of the Transaction by the Kazakhstan authorities;
- USD $1,766,368 upon the payment of the Second Instalment; and
- USD $1,766,368 upon the payment of the Third Instalment.
The transaction qualifies as a "Reviewable Transaction" under the policies of the Exchange and remains subject to regulatory approval as well as the approval of the Kazakhstan authorities.
There can be no assurance that the proposed Transaction will be completed as proposed or at all.Private Placement
Prior to the completion and as part of the Transaction, the Company will complete a non-brokered private placement financing (the "Financing") of up to 145,000,000 shares for gross proceeds of up to CAD $29 million at a price of C$0.20 per share. Under certain circumstances the Company may, instead of issuing shares, issue subscription receipts for the same consideration. Each subscription receipt will convert to one (1) share of the Company on that date being four (4) months and one (1) day from the closing of the Financing.
The Company reserve the right to pay finder's fees in cash and/or shares of the Company to qualified arm's length finders in connection with the Financing.New Board Member
Upon completion of the Transaction, it is anticipated that David Savage will be appointed to the board of directors of the Company.David Savage - Proposed Chairman of the Board
David Savage has held senior executive roles in the construction industry in Australia, Asia and the Middle East for more than 25 years.
Mr. Savage is currently the Executive Chairman of Stonehouse Constructions Limited, a start-up project development company based out of Singapore with activities in South East Asia, Central Asia and Africa. He is also a non-Executive Director of Keller Group PLC, a ground engineering company listed on the London Stock Exchange and on Mudajaya Corporation Berhad, a Malaysian construction conglomerate, listed on the Kuala Lumpur Stock Exchange.
From 1988 until March 2011, Mr. Savage was a senior executive with the Leighton Group of Companies, Australia's largest construction and project development group.
Mr. Savage held roles from Project Management to General Management and from January, 2010 Mr. Savage assumed the role of Chief Operating Officer (COO) for Leighton Holdings Limited with overall responsibility for the businesses that make up Leighton's international businesses.
Prior to that Mr. Savage was Managing Director of Leighton International Limited, and had responsibility for all Leighton's activities in Malaysia, Singapore, Brunei, Sri Lanka, India and the Central Asian Republics. He oversaw a period of sustained growth to make Leighton International one of the leading contributors to the Leighton Group. He was an Associate Director of Leighton Holdings.
In 2007, Mr. Savage oversaw the merger of the company's activities in the Gulf region with Al Habtoor Engineering, one of the region's leading building contractors.
Mr. Savage retired from the Leighton Group in March 2011 to pursue private business and other interests. Mr. Savage holds a Bachelor degree in Civil Engineering from Deakin University in Victoria, Australia. Change of Name
Subject to the Transaction closing, the Company intends to change its name to KazaX Minerals Inc.
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.Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "schedule", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the Company s future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning equipment and crew availability, and joint venture partner financial capability. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the Company's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties include, but are not limited to, reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, and political and economic conditions. Additional information on these and other factors is available in continuous disclosure materials filed by the Company with Canadian securities regulators. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. The Company undertakes no obligation to update publicly or revise any forward- looking information, whether as a result of new information, future events or otherwise, except as required by law.
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.
ON BEHALF OF THE BOARD
President and CEO
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