BEARCLAW CAPITAL CORP. ("BRL")
BULLETIN TYPE: Property-Asset or Share Disposition Agreement
BULLETIN DATE: October 19, 2011
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing a Mineral Property Purchase Agreement between Bearclaw Capital Corp. (the "Company") and Finsbury Exploration Ltd. ("Finsbury") dated October 4, 2011 (the "Agreement") under which the Company has agreed to sell its Gnat Pass mineral properties located on the Tanzilla plateau, 24 kilometres south of the town of Dease Lake, British Columbia to Finsbury. The Agreement provides for the following consideration:
1. Finsbury will pay the Company $300,000 on closing of the transaction (the "Closing Date") and a further $700,000 on the one year anniversary of the Closing Date;
2. Finsbury will issue to the Company up to 1,000,000 common shares (the "Finsbury Shares") of Finsbury concurrent with the consummation of a plan of arrangement and qualifying transaction (the "QT") that Finsbury proposes to undertake in the future, involving Finsbury, a capital pool company, and the shareholders of Finsbury. It is intended that the Finsbury Shares will be exchanged for shares in the public company that results from the QT (the "Resulting Issuer");
3. Finsbury will grant an option to the Company on the Closing Date under which the Company will have the option to acquire common shares in Finsbury with an aggregate subscription price of up to $150,000 as part of a private placement or other financing that is proposed to close prior to or concurrently with the QT. It is intended that these common shares will also be exchanged for shares in the Resulting Issuer; and
4. Finsbury will grant to the Company a 1% net smelter returns royalty from future production on the Gnat Pass mineral properties, capped at $7.5 million.
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