CRICKET RESOURCES INC. ("CKC")
[formerly Cricket Capital Corp. ("CKC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Name Change, Reinstated for Trading
BULLETIN DATE: July 12, 2010
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Cricket Capital Corp.'s (the "Company") Qualifying Transaction described in its filing statement (the "Filing Statement") dated May 12, 2010. As a result, effective at the opening Tuesday, July 13, 2010, the trading symbol for the Company will change from CKC.P to CKC and the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following matters, all of which have been accepted by the Exchange.
Acquisition of an option to acquire a 60% interest in the Forgan Lake Property:
The Exchange has accepted for filing an Option Agreement dated March 11, 2010 between the Company and TNR Gold Corp. ("TNR") under which the Company may acquire a 60% undivided interest in the Forgan Lake Property. In order to earn the 60% undivided interest in the Forgan Lake Property the Company must:
1. incur a total of $1,000,000 of exploration expenditures on the Forgan Lake Property as follows:
(a) a minimum $250,000 in expenditures on the Forgan Lake Property to be incurred by the first year following the date of execution of the Agreement,
(b) a minimum $250,000 in expenditures by the second year,
(c) a minimum $250,000 in expenditures by the third year, and
(d) a minimum $250,000 in expenditures by the fourth year.
2. make aggregate cash payments totaling $300,000 to TNR as follows:
(a) $25,000 on the date of issuance of this Bulletin,
(b) $50,000 on the first year anniversary following the date of execution of the Agreement,
(c) $75,000 on the second year anniversary following the date of execution of the Agreement, and
(d) $150,000 on the third year anniversary following the date of execution of the Agreement.
3. issue 600,000 shares to TNR as follows:
(a) 50,000 shares of the Company on the date of issuance of this Bulletin,
(b) 100,000 shares by the first year following the date of execution of the Agreement,
(c) 150,000 shares by the second year following the date of execution of the Agreement and
(d) 300,000 shares by the third year following the date of execution of the Agreement.
The Forgan Lake Property is subject to a 2% net smelter returns royalty ("NSR"), of which one-half of the NSR (1%) may be purchased for $1,000,000 by the Company.
The Company will pay a finder's fee of 352,500 shares to Voelpel Gold Medal Investments Ltd. to be paid in stages to the finder as follows:
1. 30,000 shares as of the date of this Bulletin.
2. an additional 300,000 shares as of March 11, 2011 (as long as the Option Agreement has not been terminated).
3. the balance of 22,500 shares as of March 11, 2012 (as long as the Option Agreement has not been terminated).
The Exchange has been advised that the above transaction has been completed. The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
Non-Brokered Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced March 15, 2010:
Number of Shares: 5,000,000 shares
Purchase Price: $0.10 per share
Warrants: 5,000,000 share purchase warrants to purchase 5,000,000 shares
Warrant Exercise Price: $0.15 for a 24 month period
Number of Placees: 7 placees
Insider / Pro Group Participation: Nil
Finder's Fee: 500,000 shares in the capital of the Company payable to John Derby
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change:
Pursuant to a resolution passed by the directors of the Company on April 30, 2010 the Company has changed its name to Cricket Resources Inc. There is no consolidation of capital.
Effective at the opening Tuesday, July 13, 2010, the common shares of Cricket Resources Inc. will commence trading on Tier 2 of the Exchange, and the common shares of Cricket Capital Corp. will be delisted. The Company is classified as a 'Mineral Exploration and Development' company.
Capitalization: Unlimited shares with no par value of which
11,580,000 shares are issued and outstanding
Escrow: 2,000,000 common shares are subject to a 36-month staged release escrow, of which 200,000 are authorized to be released on issuance of this Bulletin.
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: CKC (new)
CUSIP Number: 226569 10 1 (new)
Reinstated for Trading:
Effective at the opening Tuesday, July 13, 2010, trading in the shares of the Company will be reinstated.
TSX-X
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