Vistior Announces Investment In Seafield as its Proposed Qualifying Transaction
posted on
Apr 14, 2009 12:39PM
Mazatlan, Mexico - Dryden, n/w Ontario - Fire project, ROF McFauld’s Lake On
April 14, 2009 | |
Vistior Announces Investment Into Seafield as its Proposed Qualifying Transaction | |
TORONTO, ONTARIO--(Marketwire - April 14, 2009) - Vistior Capital Limited ("Vistior") (TSX VENTURE:VCL) announces a proposed private placement (the "Proposed Transaction") by Visitor of up to 6,796,857 common shares (the "Seafield Shares") of Seafield Resources Ltd. ("Seafield") (TSX VENTURE:SFF) at a price of $0.035 per share for aggregate subscription proceeds of $237,890. Following the completion of the Proposed Transaction, Vistior will undertake the necessary steps to allow it to distribute the Seafield Shares pro-rata to the shareholders of Vistior (the "Distribution") and thereafter to be delisted and dissolved (the "Dissolution"). Any Seafield Shares distributed to the Vistior shareholders who are currently holding their shares of Vistior in escrow, will continue to be held in escrow. It is anticipated that all Seafield Shares distributed to the shareholders of Vistior will be subject to a statutory four month hold period. Vistior intends to make the Proposed Transaction and subsequent Distribution and Dissolution its proposed "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Seafield does not anticipate any new Control Person (as such term is defined in the TSXV Policies) will be created in connection with the Proposed Transaction. The Proposed Transaction is an arm's length transaction as the directors and officers of Vistior have no ownership or other interest in Seafield. As part of the regulatory approval process, Vistior has submitted for review to the TSXV a management information circular to be mailed to the shareholders of Vistior in connection with the Proposed Transaction. The common shares of Vistior will remain halted until such time as permission to resume trading has been obtained from the TSXV and submission of required documentation to the TSXV. Seafield Resources Ltd. Seafield is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario and has its shares listed on the TSXV under the symbol "SFF". Seafield is a junior exploration company that is focused on gold exploration in Mexico and Canada. Seafield currently has mining interests in the Elora Project located in the Kenora Mining Division of Northwestern Ontario; the Picachos Property in Durango State, Mexico; and the Tango Property located in the Rosario Mining District, Sinaloa State, Mexico. The following table sets out selected financial information of Seafield for the nine month period ended September 30, 2009 and the financial years ended December 31, 2007 and 2006: --------------------------------------------------------------------------- Nine month Year ended Year ended Item Period ended December December Sept. 30, 2009 31, 2007 31, 2006 (unaudited) (audited) (audited) --------------------------------------------------------------------------- Net Revenues (Interest Income) Nil $2,341 $9,126 --------------------------------------------------------------------------- Net (Loss) Income ($62,403) ($670,476) ($123,005) --------------------------------------------------------------------------- Total Assets $4,872,256 $4,874,535 $3,267,787 --------------------------------------------------------------------------- Current Liabilities $67,919 $227,599 $205,941 --------------------------------------------------------------------------- Earnings per share ($0.00) ($0.03) ($0.01) --------------------------------------------------------------------------- The current directors and officers of Vistior are: Rami E. Younes (President and Director), Corbet J. Elder (Chief Financial Officer, Secretary and Director), Jill M. Wagman (Director), W. Brent Peters (Director) and James S. Borland (Director). The current directors and officers of Seafield are: Anthony R. Roodenburg (President, Chief Executive Officer and Director), James Pirie (Vice-President, Chief Financial Officer, Secretary and Director), Chris Irwin (Director), Michael E. Power (Director) and William J. McGuinty (Director). Neither the composition of the board of directors nor officers of Vistior or Seafield will be affected by the completion of the Proposed Transaction. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, the TSXV acceptance and if applicable pursuant to the TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. |