WEIFEI CAPITAL INC.
P R E S S R E L E A S E
WEIFEI ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH PRAIRIE PACIFIC MINING CORP.
For Immediate Release
Not for distribution in the United States or through United States wire services.
Vancouver, British Columbia – March 30, 2011, Weifei Capital Inc. (“Weifei”) (WF.P: TSXV) a capital
pool company listed on the TSX Venture Exchange (the “Exchange” or “TSXV”) is pleased to announce
that it has entered into a letter of intent dated March 16, 2011, as amended on March 23, 2011,
with Prairie Pacific Mining Corp. (“PPMC”), that sets out the basic terms and conditions pursuant
to which it is intended that Weifei and PPMC will complete a business combination (the “Proposed
Transaction”).
The Proposed Transaction is intended to be the Qualifying Transaction of Weifei pursuant to Policy
2.4 of the Exchange. It is expected that the combined entity, after completion of the Proposed
Transaction, will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the Exchange.
The Proposed Transaction will be an arm’s length transaction as the directors and officers of
Weifei presently have no interest in PPMC. It is intended that the Proposed Transaction shall take
place by way of an amalgamation, arrangement, share exchange or other similar form of transaction.
About PPMC
PPMC is a private mining company headquartered in Calgary, Alberta with interests in mineral
concessions covering approximately 2666 km2 in the Kingdom of Cambodia in South-East Asia, all of
which are being aggressively and methodically explored. PPMC is the second largest landholder of
mineral concessions in Cambodia.
PPMC holds a 90% interest in a joint venture with Liberty Mining International Pty Ltd. (the “LMI
Joint Venture”), which includes four mining concessions located in the province of Ratanakiri in
North-Eastern Cambodia; Banlung, comprising 240 km2, Banlung North, comprising 328 km2, Oyadao,
comprising 325 km2, and Oyadao South, comprising 274 km2, for a total of 1167 km2.
In January 2011, PPMC also entered into memoranda of understanding with the Cambodian Ministry of
Industry, Mines and Energy for the exploration of three additional mining concessions: the Trapean
Kraham concession (446 km2) located in province of Ratanakiri, the Siem Panh concession (672 km2)
located in the province of Stung Treng, and the Kaon Nheak concession (381 km2) located in the
province of Mondulkiri, with the option to convert into exploration licences after six months.
PPMC is mid-way through its second full exploration season, currently exploring on seven tenements
in the Kingdom of Cambodia. Within these tenements, 36 prospects have been
identified through systematic exploration methods.
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Cambodia’s mineral resources remained unexplored using sophisticated methodology until 2003. Since
then, foreign investors from Australia, Canada, China, and South Korea have implemented advanced
technology and exploration practices to explore and develop various minerals such as gold, silver,
copper, bauxite and iron ore.
According to PPMC’s audited financial statements for the fiscal year ended July 31, 2010, PPMC had
total assets of $4,285,717, consisting of $885,563 in current assets (cash, GST receivable and
prepaid expenses and deposits) and $3,400,154 in non-current assets (property, plant and
equipment and exploration and evaluation assets), and total liabilities of $983,768, consisting of
$240,065 in current liabilities (accounts payable and accruals and amounts payable to shareholders)
and $743,703 non-current liabilities (the liability component of convertible debt). As at July 31,
2010, PPMC had a deficit of $5,936,389.
The Proposed Transaction
In connection with the Proposed Transaction, and immediately prior thereto, Weifei will effect a
consolidation of its common shares such that one new share (“Post-Consolidation Weifei Share”) will
be issued for every 1.75 pre-consolidation common shares of Weifei such that there will be issued
and outstanding approximately 4,857,143 Post-Consolidation Weifei Shares issued and outstanding at
the time of the Proposed Transaction.
PPMC currently has common shares in Classes “A”, “B” and “C” outstanding and compensation warrants
entitling the holders thereof to purchase up to an aggregate of 2,111,125 Class “A” Shares of PPMC
at an exercise price of $0.01 per share (the “PPMC Warrants”). Prior to the completion of the
Proposed Transaction, pursuant to the Concurrent Financing and the Interim Financing (defined
below – See “Financings”), PPMC proposes to issue units (“PPMC Units”) each consisting
of one Class “D” common share and one-half of one warrant, each whole warrant entitling the holders
to purchase an additional Class “D” common share.
Pursuant to the Proposed Transaction, Weifei and PPMC will complete a business combination whereby
all of the common shares of PPMC in Classes “A”, “B” and “C” will be exchanged for an aggregate of
34,353,939 Post-Consolidation Weifei Shares at a deemed price of $0.25 per share, all of the PPMC
Warrants will be exchanged for warrants of Weifei entitling the holders of such warrants to
purchase up to 5,646,061 Post-Consolidation Weifei Shares at a price of $0.0037 per share, and each
of the issued and outstanding PPMC Units will be exchanged for one unit of Weifei (“Weifei Unit”)
at a deemed price of $0.25 per Weifei Unit. Each Weifei Unit shall consist of one
Post-Consolidation Weifei Share and one-half of one warrant, each whole warrant entitling the
holders thereof to purchase an additional Post-Consolidation Weifei Share. Weifei after the
completion of the Proposed Transaction shall be referred to herein as the “Resulting Issuer”.
Assuming that the maximum offerings are completed under the Concurrent Financing and the Interim
Financing, and including the finders’ fee payable to Macquarie Private Wealth Inc. upon completion
of the Proposed Transaction (see “Financings”), it is estimated that approximately
89.9% of the Resulting Issuer will be owned by shareholders of PPMC at closing or 89.7% on a fully
diluted basis. This transaction will represent a reverse takeover of Weifei by PPMC.
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Additional Acquisition
As stated above, PPMC holds a 90% interest in the LMI Joint Venture. In connection with the
Proposed Transaction, PPMC intends to purchase the remaining 10% interest in the LMI Joint Venture
(the “Remaining Interest”). PPMC and Weifei have entered into an option agreement with Interactive
Industrial Solutions Inc. (“IISI”), a company wholly-owned by Mike Weeks, the President and CEO of
PPMC and the proposed President and CEO of the Resulting Issuer, for the purchase of the Remaining
Interest at a price equal to 110% of IISI’s acquisition costs for the Remaining Interest. IISI
does not yet own the Remaining Interest, but has entered into an agreement for the purchase
of the Remaining Interest, among other assets, which is expected to close prior to the completion
of the Proposed Transaction.
Sponsorship
Weifei intends to make an application to the Exchange for an exemption from the sponsorship
requirements in connection with the Proposed Transaction. There is no assurance that such an
exemption will be granted.
Financings
PPMC will arrange a brokered private placement (the “Concurrent Financing”) of between
8,000,000 and 16,000,000 PPMC Units at a price of $0.25 per PPMC Unit for total gross proceeds of a
minimum of $2,000,000 and a maximum of $4,000,000, or such other number of PPMC Units at such price
as may be mutually acceptable to Weifei and PPMC. Each PPMC Unit shall consist of one Class “D”
Share in the capital of PPMC and one half of one warrant, each whole warrant entitling the holder
thereof to purchase one additional Class “D” Share in the capital of PPMC at a price of $0.45 per
Class “D” Share. The Concurrent Financing will close immediately prior to, and in connection with,
the completion of the Proposed Transaction.
Macquarie Private Wealth Inc. (“Macquarie”) has been engaged as the agent under the Concurrent
Financing on a best-efforts basis. Macquarie will receive a cash commission equal to 8% of the
gross proceeds received by from the sale of the PPMC Units under the Concurrent Financing as well
as warrants to acquire that number of common shares equal to 8% of the number of PPMC Units sold
under the Concurrent Financing. These agent’s warrants will have a price equal to the price of
the PPMC Units. Macquarie will also receive reimbursement for its reasonable out-of- pocket fees
and expenses in connection with the Concurrent Financing. Macquarie will also receive a finders’
fee of 1,200,000 Post-Consolidation Weifei Shares, at a deemed price of $0.25 per share, in
connection with the Proposed Transaction, such fee to be payable on closing of the Proposed
Transaction.
The proceeds from the Concurrent Financing will be used by the Resulting Issuer for exploration and
development of PPMC’s Cambodian properties and general working capital requirements. Additional
amounts have been allocated for costs required to complete the Proposed Transaction and for
unallocated working capital. There may be circumstances where, for sound business reasons, a
reallocation of funds may be necessary in order for the Resulting Issuer to achieve its business
objectives.
PPMC also will arrange a non-brokered private placement (the “Interim Financing”) to be completed
prior to completion of the Transaction, whereby PPMC will raise up to $1,000,000 either through the
sale of PPMC Units at a price of $0.25 per PPMC Unit, or through the issuance of a debenture which
will convert into PPMC Units prior to the completion of the Transaction.
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As stated above, pursuant to the Transaction, the PPMC Units issued on the Concurrent Financing and
Interim Financing will be exchanged for Weifei Units on a one for one basis. Each Weifei Unit
shall consist of one common share in the capital of Weifei and one half of one warrant, each whole
warrant entitling the holder thereof to purchase an additional common share of Weifei at a price of
$0.45 per share.
Capitalization of the Resulting Issuer
Following the completion of the Proposed Transaction and assuming completion of the maximum number
of PPMC Units sold under the Concurrent Financing and the Interim Financing, approximately
60,411,082 Post-Consolidation Weifei Shares, warrants entitling the holder to purchase up to an
aggregate of 15,646,061 Post-Consolidation Weifei Shares and options (including agents’
options and incentive stock options already issued to Weifei directors and officers) entitling the
holder to purchase up to an aggregate of 1,994,285 Post-Consolidation Weifei Shares are anticipated
to be issued and outstanding in the capital of the Issuer.
It is intended that the Resulting Issuer will grant additional incentive stock options on closing
of the Proposed Transaction, subject to the approval of the Exchange, to employees, consultants,
directors, officers of the Resulting Issuer. The number of Stock Options issued will not exceed
10% of the issued and outstanding shares of the Resulting Issuer.
Directors and Senior Management of the Resulting Issuer
Subject to and following the closing of the Proposed Transaction, the directors and senior officers
of the Resulting Issuer are expected to be the following individuals:
Mike Weeks, President, Chief Executive Officer and Director – Mike Weeks has 25 years of experience
in project management of power generation and petroleum-related industries. Mike has spent over 14
years negotiating with foreign governments in developing and implementing natural resource
concessions. During that time, Mike was instrumental in implementation of training programs for
local labour force development, professional accreditation, and significant strides in
self-sustaining community growth and enhancement in developing countries. He has an
engineering background and holds a First Class Power Engineering Certificate. Mike has managed
large projects in Canada, Africa and Europe, constructing and managing several large production
facilities in North Africa. Mike was, and continues as, a founding director of a petroleum
training company as well as two financial service companies.
Adrian G. Mann, Vice President, Exploration and Director – Adrian Mann has been self-employed as
owner of Ruthrie Enterprises Ltd., a private mineral exploration and mine development company in
Calgary, Alberta, since October 1989. Dr. Mann was, until September 2010, Vice-President
Exploration of Planet Exploration Inc. (PXI:TSXV), which position he had held since resigning as
President of the same company in 2002. He was a director of Copper Fox Metals Corporation
(CUU:TSXV) from 2005 to November 2009, and briefly a director of First Narrows Exploration Inc.
(UNO:TSXV) from October 2007 to July 2008. He obtained a B.Sc. (General Honours) (1965), B.Sc.
(Special Geology) (Honours) (1966), and a Ph.D. (1972) from the University of London, UK and M.B.A.
(1985) from the University of Witwatersrand, South Africa. Adrian was granted the designation
P.Geol by APEGGA in 1995. Since graduation, Adrian has worked extensively in both production and
exploration geology in much of southern African, South, Central and North America and parts of
Asia, including Cambodia, Mongolia and Russia.
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Guillermo Salazar, Independent Director – Guillermo Salazar is the former President and CEO of
Copper Fox Metals Inc. (a publically traded company on the TSXV) and a member of the Mexican
acquisitions team for Almaden Resources Corporation, also a TSXV listed company. Guillermo is the
President of G. Salazar & Associates Ltd. In his capacity of Professional Engineer and Geologist,
he has evaluated hundreds of mineral exploration projects in North, Central and South America.
Guillermo is a registered member of the Association of Professional Geologists and Geophysicists of
Alberta and of the Association of Professional Engineers, Geophysicists and Geoscientists of
British Columbia. He obtained a Master of Arts from Harvard University, Cambridge, Mass.
Guillermo was granted the designation P.Geol by APEGGA in 1980.
Stuart Ross, Independent Director – Stuart Ross is the President and CEO of El Tigre Silver Corp
listed on TSXV under the trading symbol “ELS” and the President and Director of J&S Ross Consulting
Inc. (a private management and consulting company). For the last 25 years, Stuart has assisted
public companies listed on the TSXV and the NASDAQ exchange. Stuart has held various senior
positions including President, CEO, CFO and Executive Vice President within various sectors of
industry including, mining, beverage production and distribution, medical services, industrial
fabrication and merchant banking. His duties involved directing public transactions including,
raising equity funding, arranging debt financings, administrative and financial advisory roles and
property acquisitions.
Terry Mereniuk, Independent Director – Terry Mereniuk has been a Director and CFO of several public
and private companies. He has owned and operated his own accounting firm for nine years. Terry
obtained a Bachelor of Commerce (with distinction) – University of Alberta – April 1981. He has
been a Certified Management Consultant since June 1988 and a Chartered Accountant since December
1983. Terry was a director and the CFO of Wescorp. Energy Inc., an OTC Bulletin Board listed
company from 2003 to 2009, and is currently a director of Roadking Travel Centres Inc., a TSXV
listed company.
Jonathan Ronkai, Chief Financial Officer – Jonathan Ronkai is the Chief Financial Officer of PPMC
and is a chartered accountant with extensive experience in capital markets and financial reporting.
He spent several years in the assurance and advisory practice at KPMG LLP, working across a wide
range of industry areas including financial institutions, asset management, private equity and real
estate. Prior to that, he had 10 years of experience in the Canadian broker/dealer industry.
Jonathan currently acts as Chief Financial Officer for two other publicly traded junior mining and
exploration corporations. Jonathan is also a Partner in the public accounting firm SunRonkai LLP.
He holds a Bachelor of Arts degree from the University of Guelph and studied accounting and finance
at the University of British Columbia prior to obtaining his CA designation. He is a member of the
Institute of Chartered Accountants of British Columbia, the Institute of Chartered Accountants of
Ontario, and the Canadian Tax Foundation.
Scott Donahue, Vice President, Corporate Affairs – Scott Donahue has 16 years of service experience
in oil and gas exploration. Scott has founded two service companies and was
responsible for building up the policies and procedures to a corporate compliance
level. Previously, Scott was appointed Canadian Northern Divisional Manager of Tesco Tubular
Services based in Houston, Texas (traded on NYSE). He was responsible for tying three new
independent acquisitions together under Tesco’s corporate protocol, while providing operational
management of multiply product lines. Scott is currently an active board member of an electro
seismic company in British Columbia.
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John-Paul Dau, Vice President, Operations – John-Paul Dau brings ten years of experience managing
various projects in the land development business and five years of working in the venture capital
business working with private and publicly traded companies. He is a co-founder of Innova Capital,
a Calgary based venture capital firm that specializes in raising international money for
development projects. John-Paul’s specialties are project management, financing and development.
John Paul is one of the founders of PPMC and lives in Phnom Penh, Cambodia.
Michael Evans, Independent Director – Mr. Michael Evans is the Founder and Principal of Evans
& Evans, Inc. since 1990, a Canadian boutique investment banking firm with offices in Canada, the
U.S. and China. Over the past 21 years Mr. Evans has obtained financing for numerous clients, both
foreign and domestic, through private placements, public offerings, and debt issuances. He has also
advised on many merger and acquisition transactions and has originated transactions both for
purchasers and sellers. Mr. Michael A. Evans holds: a Bachelor of Business Administration degree
from Simon Fraser University, British Columbia (1981); a Master’s degree in Business Administration
from the University of Portland, Oregon (1983) where he graduated with honours; the professional
designation of Chartered Financial Analyst (CFA); the professional designation of Chartered
Business Valuator (CBV); and the professional designation of Accredited Senior Appraiser (ASA).
The completion of the Proposed Transaction and the Concurrent Financing are subject to the approval
of the Exchange and all other necessary approvals. The completion of the Proposed Transaction is
also subject to certain other additional conditions precedent, including, but not limited to: (i)
the entering into of a definitive agreement by Weifei and PPMC on or before May 1,
2011 (the “Definitive Agreement”); (iii) completion of satisfactory due diligence by each of Weifei
and PPMC; (iv) the approval of the Proposed Transaction by each of Weifei’s and PPMC’s respective
board of directors; (v) the approval of the shareholders of PPMC, if required; (vi) completion of
the Concurrent Financing; (vii) approval from the Exchange to list the Resulting Issuer’s shares;
(viii) the absence of any material change or change in a material fact which might reasonably be
expected to have a material adverse effect on the financial and operational conditions or the
assets of each of the parties to the Definitive Agreement; and (ix) certain other conditions
typical in a transaction of this nature.
All information contained in this news release with respect to Weifei and PPMC was supplied by the
parties respectively, for inclusion herein, and Weifei and its directors and officers have relied
on PPMC for any information concerning them.
READER ADVISORY
Investors are cautioned that, except as disclosed in the information circular or filing statement
to be prepared in connection with the Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate or complete and should not be relied
upon. Trading in the securities of a capital pool company should be considered highly speculative.
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Statements in this press release may contain forward-looking information including, operating
costs, administrative costs, acquisitions and dispositions, capital spending, access to
credit facilities, income taxes, regulatory changes, and other components of cash flow and
earnings. Any statements that are contained in this press release that are not statements of
historical fact may be deemed to be forward looking statements. Forward-looking statements are
often identified by terms such as “may”, “should”, “anticipate”, “expects” and similar expressions.
The reader is cautioned that assumptions used in the preparation of any forward-looking information
may prove to be incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and unknown risks, uncertainties,
and other factors, many of which are beyond the control of Weifei. The reader is cautioned not to
place undue reliance on any forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect and actual results
may differ materially from those anticipated. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this
press release, and Weifei does not undertake any obligation to update publicly or to revise any of
the included forward-looking statements, whether as a result of new information, future events or
otherwise, except as expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Completion of the Proposed Transaction is subject to a number of conditions, including but not
limited to, Exchange acceptance, and, if applicable pursuant to Exchange Requirements, majority of
the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until
the required shareholder approval is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
For further information:
Weifei Capital Inc. Michael Evans, President Telephone: (604) 897-7093
Email: [email protected]
Prairie Pacific Mining Corporation
Mike Weeks, President
Telephone: (780) 518-0326
Email: [email protected]
THE TSX VENTURE 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.
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 PRESS RELEASE.
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