TORONTO, April 25, 2013 /CNW/ - Castle Mountain Mining Company Limited (formerly, Foxpoint Capital Corp.) (the "Company" or "Castle Mountain") is pleased to announce that it has completed its acquisition (the "Transaction") of Telegraph Gold Inc. ("Telegraph") by means of an amalgamation involving Telegraph and 2308800 Ontario Inc., a wholly-owned subsidiary of Castle Mountain. Shareholder approval in respect of the Transaction and matters relating to the Transaction, as applicable, was obtained on April 24, 2013 at a special meeting of shareholders of Castle Mountain and on April 23, 2013 at a special meeting of shareholders of Telegraph. The Company also changed its name to "Castle Mountain Mining Company Limited" from "Foxpoint Capital Corp." which was also approved by Castle Mountain shareholders on April 24, 2013.
The Transaction constitutes the Company's qualifying transaction pursuant to the policies of the TSX Venture Exchange ("TSXV"). The TSXV must still review and confirm the satisfaction of all remaining conditions with respect to its conditional acceptance. Upon the final acceptance of the TSXV for listing, Castle Mountain will be a Tier 1 Mining issuer. It is expected that the common shares in the capital of Castle Mountain (the "Castle Mountain Shares") will commence trading in May 2013 under the symbol "CMM".
In connection with the Transaction, Castle Mountain issued 48,290,068 Castle Mountain Shares to the shareholders of Telegraph in exchange for all of the issued and outstanding common shares in the capital of Telegraph (the "Telegraph Shares"). In addition, 3,660,034 warrants to purchase Telegraph Shares have been continued as warrants to purchase an equivalent number of Castle Mountain Shares and 3,750,000 options to purchase Telegraph Shares have been continued as options to purchase an equivalent number of Castle Mountain Shares. Telegraph continues as a wholly-owned subsidiary of Castle Mountain.
Following the completion of the Transaction, there are an aggregate of 52,539,168 Castle Mountain Shares, 4,200,000 options to purchase Castle Mountain Shares and 3,660,034 warrants to purchase Castle Mountain Shares (at a price of $1.00 per share until May 2014) issued and outstanding. On a fully diluted basis, Castle Mountain would have 60,399,202 Castle Mountain Shares issued and outstanding.
Gordon McCreary has assumed the role of President and Chief Executive Officer of Castle Mountain with Fraser Buchan resigning as President and Chief Executive Officer but remaining as Vice President of Corporate Development. Brian Morales has assumed the role of Chief Financial Officer and Peter Olander has assumed the role of Vice President of Exploration and Chief Operating Officer. Castle Mountain's Board of Directors is now comprised of Robert Buchan, Fraser Buchan, Gordon McCreary, Mark Wayne, Colin Sutherland, Darin Wagner and Greg Lipton.
There are 13,700,001 Castle Mountain Shares (representing 26.1% of the total issued and outstanding Castle Mountain Shares) and 450,000 options to acquire Castle Mountain Shares held under 18-month escrow agreements with Castle Mountain's escrow and transfer agent pursuant a TSXV Form 5D Value Escrow Agreement and a TSXV Form 2F CPC Escrow Agreement with 25% of such shares scheduled to be released in May 2013 and the remainder scheduled to be released in equal six-month intervals. Also, there are 5,971,732 Castle Mountain Shares (representing 11.4% of the total issued and outstanding Castle Mountain Shares), 3,050,000 options to acquire Castle Mountain Shares and 246,700 warrants to acquire Castle Mountain Shares held under an 18-month escrow agreement with Castle Mountain's escrow and transfer agent pursuant a TSXV Form 5D Surplus Escrow Agreement with 10% of such shares scheduled to be released in May 2013, 20% in six-month, 30% in twelve-month and 40% in eighteen-month intervals.
About Castle Mountain
Castle Mountain has 100% ownership of the Castle Mountain venture, a California general partnership, which owns the Castle Mountain property in San Bernardino County, California. The Castle Mountain venture land holdings (7,458 acres total) include patented claims (1,298 acres), and unpatented claims (3,209 acres), covering approximately 4,507 acres, plus additional leased claims of approximately 2,951 acres.
SOURCE Castle Mountain Mining Company Limited