Eminence Capital II Inc. Announces Details of Definitive Transaction
Agreement to Acquire On-Strike Gold Inc.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
Resulting Issuer to be named "Xmet Inc."
TORONTO, May 19 /CNW/ - Eminence Capital II Inc. (TSXV:EII.P ("Eminence") is pleased to provide further details regarding the proposed qualifying transaction with On-Strike Gold Inc. ("On-Strike"), previously announced on February 17, 2010. Under the terms of a definitive transaction agreement dated May 19, 2010 between On-Strike, Eminence and Eminence Capital II (OSG) Inc. (the "Eminence Sub") (which agreement supersedes the letter agreement dated February 5, 2009 between On-Strike and Eminence) (the "Definitive Transaction Agreement"), the Eminence Sub and On-Strike will amalgamate pursuant to the terms of the Business Corporations Act (Ontario), and after such amalgamation is complete each issued and outstanding common share in the capital of On-Strike (each, a "On-Strike Common Share") will be exchanged for one (1) common share in the capital of Eminence (each, a "Eminence Common Share"). The completion of the amalgamation of the Eminence Sub and On-Strike is intended to constitute Eminence's qualifying transaction pursuant to the policies of the TSX Venture Exchange (the "Qualifying Transaction"). As a result of the foregoing transactions, On-Strike will become a wholly-owned subsidiary of Eminence (the "Resulting Issuer"), and Eminence will change its name to "Xmet Inc.". The transactions described in this press release are subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions contained in the Definitive Transaction Agreement.
THE QUALIFYING TRANSACTION
Pursuant to the terms of the Definitive Transaction Agreement:
- Eminence will subdivide each issued and outstanding Eminence Common
Share into 1.0952903 Eminence Common Shares (the "Eminence Share
Split"), such that 5,000,000 Eminence Common Shares are issued and
outstanding (at present, 4,565,000 Eminence Common Shares issued and
outstanding, 456,500 options granted to directors and officers of
Eminence, exercisable at $0.20 per Eminence Common Share are
outstanding and 206,500 non-transferrable share purchase warrants,
exercisable at $0.20 per Eminence Common Share, granted to Eminence's
agent in connection with the completion of Eminence's initial public
offering, are outstanding);
- All 17,190,000 On-Strike Common Shares issued and outstanding will be
exchanged on a 1:1 basis for Eminence Common Shares;
- Concurrent with closing of the Qualifying Transaction, Eminence plans
to complete a concurrent brokered private placement financing of
flow-through units (the "Flow-Through Financing") and non-flow-
through units (the "Hard Dollar Financing") for minimum gross
proceeds of $3,000,000 and maximum gross proceeds of $7,000,000
(collectively, the "Concurrent Financings"); and
- The Resulting Issuer will change its name to "Xmet Inc."
Upon completion of the Qualifying Transaction, a maximum of 66,825,958 Eminence Common Shares will be issued and outstanding on a fully diluted basis, assuming completion of the minimum Concurrent Financings (and a maximum of 85,775,959 Eminence Common Shares assuming completion of the maximum Concurrent Financings).
On the closing of the Proposed Qualifying Transaction, the Resulting Issuer intends to grant stock options exercisable to acquire an aggregate of 3,834,785 Eminence Common Shares at a price of $0.20 per share in the event of the minimum Concurrent Financing (or stock options exercisable to acquire an aggregate of 5,234,785 Eminence Common Shares at a price of $0.20 per share in the event of the maximum Concurrent Financing). The foregoing grant of options is subject to, among other things, the approval of the board of directors of the Resulting Issuer and the approval of the TSX Venture Exchange (the "Exchange").
The shareholders of Eminence approved the Eminence Share Split, as well as a number of ancillary matters related to the Qualifying Transaction as further described in Eminence's management information circular dated March 25, 2010, at a meeting of Eminence's shareholders on April 20, 2010.
INFORMATION WITH RESPECT TO ON-STRIKE AND THE DUQUESNE-OTTOMAN PROJECT
On-Strike was incorporated pursuant to articles of incorporation dated November 13, 2009 under the laws of the Province of Ontario. On-Strike's head office is located at 3422 Mulcaster Road, Mississauga, Ontario. To the knowledge of the directors and executive officers of Eminence, the only persons who currently beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the On-Strike are set forth below:
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Number of
Jurisdiction On-Strike
Name of Residence Common Shares Percentage
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Merrygold
Investments Ltd.(1) Toronto, Ontario 2,000,000 11.63%
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Moray Resources Inc.(2) Toronto, Ontario 2,000,000 11.63%
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William Yeomans(3) West Kelowna,
British Columbia 2,000,000 11.63%
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(1) Merrygold Investments Ltd. is a private company controlled by
Charles Beaudry, a director and officer of On-Strike and a
proposed director and officer of the Resulting Issuer.
(2) Moray Resources Inc. is a private company wholly-owned and
controlled by Gayle Stewart, who is the spouse of Alexander
Stewart, a director and officer of On-Strike and a proposed
director and officer of the Resulting Issuer.
(3) Mr. Yeomans is a director and officer of On-Strike and a proposed
director and officer of the Resulting Issuer.
The remaining 65.11% of On-Strike Common Shares are currently held by 32 shareholders.
On-Strike entered into a mining option agreement between On-Strike and Duparquet Assets Ltd. ("Duparquet Assets") dated February 18, 2010, as amended by an amending agreement dated May 6, 2010, whereby On-Strike can earn an option to purchase 75% of the common shares in the capital of Duparquet Assets, which legally and beneficially owns 20 claims (commonly referred to as Duquesne West) and 40 claims (commonly referred to as Ottoman) covering an area of 928.6 hectares located approximately 30 kilometres north of the city of Rouyn-Noranda and 10 kilometres east of the village of Duparquet within the townships of Duparquet and Destor in the Province of Quebec (collectively, the "Duquesne-Ottoman Project").
The property within the Duquesne-Ottoman Project is located approximately 30 kilometres north of the city of Rouyn-Noranda and 10 kilometres east of the village of Duparquet within the townships of Duparquet and Destor in the province of Quebec. The centre of the property lies roughly at 5372855N, 639917E, UTM Zone 17, NAD83. The Duquesne-Ottoman Project is accessible via a bush road south from Highway 393, approximately 4.5 kilometres west of Highway 101. A network of drill roads and all terrain vehicle trails traverse the remainder of the property from east to west. The terrain in and around the property is undulating with rolling hills and low swampy ground. Relief across the area is less than 25 metres. The vegetation is mostly mature deciduous poplars with scattered spruce and pines with thick alder underbrush. The area was previously logged and parts of the property are currently being logged.
Gold mineralisation on the Duquesne-Ottoman Property has been interpreted as being hosted by several zones that all strike roughly east-west and dip from 65 degrees to 90 degrees south. These zones have been drilled to depths of up to 700m. The better zones (Liz, Shaft and Fox) have strike and plunge dimensions of up to 200m and 600m respectively within which there are drillhole intervals that have true widths of 2m to 10m at potentially economic gold grades of 3 gpt Au or better. Some reports suggest the Fox and Shaft Zones are on the same structure. From south to north the major zones are:
1. Liz Zone: striking parallel to sub-parallel to DPFZ and hosted by
sheared and widely altered (carbonate-sericite) mafic volcanic with
locally increased quartz-carbonate-pyrite alteration associated with
better gold mineralisation;
2. South Zone: poorly defined by drilling but similar to the Liz and
possibly the faulted eastern extension of Liz;
3. Shaft Zone: generally occurs in east-west striking highly foliated
mafic volcanic near the contact of massive and pillowed flows and
felsic intrusive (quartz-feldspar porphyries and syenite, the South
Porphyry in particular) and locally the zone cuts and is hosted by
felsic intrusive;
4. Fox Zone: an east-west striking zone near or along the south contact
of the North Porphyry but mostly occurring in altered mafic tuff; and
5. East Stinger Zone: in and near the North Porphyry (actually appearing
as a series of dykes on section) near the north contact of the
porphyry adjacent to mafic intrusive.
There are presently no mineral resources or mineral reserves estimates for the Duquesne-Ottoman Project that comply with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). According to the report by Gamble in 2007, which is the most recent report on the Duquesne-Ottoman Project, the best mineralisation drilled so far is in the Liz Zone which strikes almost east-west, dips steeply south and rakes steeply to the east. This zone has mineralisation above 4 gpt Au over widths from 2 to 8 meters true width, a down dip length of 700 meters and a strike length of 100m within a 3 gpt Au grade envelope. The zone appears to be cut off east and west along strike. It is open at depth but the grade and width appear to be decreasing.
The Shaft Zone also strikes almost east-west, dips steeply south and rakes steeply to the east. Several small discrete lenses and one larger lens of mineralisation with drill hole intervals of 2-10 gpt Au over 2 m or more define these lenses. The largest of these has a strike length of about 200m and a down-dip extent of 400m from 300m to 700m below surface. The two deepest holes on this zone, by Diadem returned 4.53 gpt Au over 2.0m (DQ06-6) and 5.79 gpt Au over 0.8m (DQ06-10).
The Fox Zone has a geometry and orientation similar to those described above. It also contains a number of lenses that are defined by drill hole intervals of 2-10 gpt Au over 2 m or more. In general this zone was seen by Diadem as having less potential - perhaps due to the number of low grade values in holes peripheral to the better grades zones that are generally of dimensions less than the zones above. Even though both Diadem and Queenston describe the Shaft and Fox as two different zones they suggest that these zones may be hosted by a single structure.
The Nip and Pit are additional zones described by Diadem as being characterised by spiky assays over narrow widths. Prior operators and their respective reports considered the zones with the best potential for expansion to be the Liz and Shaft Zones and made recommendations for drilling other targets on the Duquesne-Ottoman Project.
CONCURRENT BROKERED PRIVATE PLACEMENTS
Concurrently with the completion of the Qualifying Transaction, Eminence proposes to close the Concurrent Financings for minimum gross proceeds of $3,000,000, and maximum gross proceeds of $7,000,000, consisting of the Flow-Through Financing and the Hard Dollar Financing.
Each flow-through unit will be issued at $0.24 per unit (each, a "Flow-Through Unit"), with each unit consisting of one Eminence Common Share, designated as a flow-through share (each, a "Flow-Through Share"), and one half of one warrant, with each whole warrant entitling the holder thereof to acquire one Eminence Common Share at a price $0.30 for a period of one year after the closing of the Qualifying Transaction or one Eminence Common Share at a price $0.40 for a period of one year after the first anniversary of the closing of the Qualifying Transaction (each, a "Warrant"). MineralFields Group has conditionally agreed to subscribe for $2,000,000 of Flow-Through Units (the "MineralFields Subscription Agreement").
Each hard dollar unit will be issued at $0.20 per unit (each, a "Hard Dollar Unit"), with each unit consisting of one Eminence Common Share and one Warrant.
Pursuant to an agency agreement, Laurentian Bank Securities Inc. (the "Financing Agent"), will act as agent, on a "best efforts" basis, in connection with the Concurrent Financings and receive (i) a cash commission equal to 8% on the gross proceeds of the Concurrent Financings, and (ii) broker warrants to acquire a number of Hard Dollar Units equal to 8% of the aggregate total number of Flow-Through Units and Hard Dollar Units issued in connection with the Concurrent Financings, exercisable for a period of two years following completion of the Qualifying Transaction (in all such cases exclusive of the MineralFields Subscription Agreement). Laurentian Bank Securities Inc. does not beneficially own, either directly or indirectly, any securities of On-Strike or Eminence.
In connection with the MineralFields Subscription Agreement, First Canadian Securities, a division of Limited Market Dealer Inc. ("First Canadian Securities"), will receive, in its capacity as agent, (i) a cash commission of up to 5% on the gross proceeds of the flow-through units issued to MineralFields, (ii) a cash due diligence fee of 3% on the gross proceeds of the flow-through units issued to MineralFields, and (iii) broker warrants to acquire up to 10% of the aggregate number of Flow-Through Units issued to MineralFields, exercisable at $0.24 per warrant for a period of two years following completion of the Qualifying Transaction. First Canadian Securities does not beneficially own, either directly or indirectly, any securities of On-Strike or Eminence.
The Concurrent Financings are anticipated to close concurrently with the closing of the Qualifying Transaction. The Resulting Issuer intends to use the proceeds of the Concurrent Financings for the continued development and exploration of the Duquesne-Ottoman Project.
SELECTED FINANCIAL INFORMATION
The following tables present selected financial statement information on the financial condition and results of operations for Eminence and On-Strike. Such information is derived from the unaudited financial statements of Eminence for the period ended February 28, 2010 and the audited financial statements of On-Strike for the period ended February 28, 2010. The information provided herein should be read in conjunction with such audited financial statements, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles and which will be filed on SEDAR.
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Eminence Capital II Inc. On-Strike Gold Inc.
February 28, 2010 February 28, 2010
(unaudited) (audited)
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Balance Sheet
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Current Assets $474,918 $270,838
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Total Assets $474,918 $580,052
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Current Liabilities $5,075 $76,609
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Total Liabilities $5,075 $76,609
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Shareholders' Equity $469,843 $503,443
(Deficiency)
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DIRECTORS AND EXECUTIVE MANAGEMENT TEAM OF THE RESULTING ISSUER
The board of directors of the Resulting Issuer upon completion of the Qualifying Transaction will increase from five to seven directors and will be reconstituted with the following persons: Alexander G. Stewart, Charles Beaudry, Simon Baker, Stephen Dulmage, Bill Yeomans, and existing Eminence directors Timothy Gallagher and Matey Nedkov de LaCamp. Summaries of the biographies of the proposed board of directors and executive management team are set forth below.
Alexander G. Stewart, Proposed Director, Chairman and Chief Executive Officer
Alexander G. Stewart is the current President and founder of RTO Zarex Group, which since the 1980s has managed private placements, going public transactions, stock exchange listings and related matters. For the past 10 years RTO Zarex Group has specialized in arranging seed financings for emerging growth companies having the ability to go public, structuring those transactions and managing the going public process. Mr. Stewart is currently a director of Everton Resources Inc. (TSXV:EVR) and previously served as the President and a Director of Condor Gold Corporation from January 2001 until January 2009, as President and a Director of Dialex Minerals Inc. from September 2003 until March 2005 and as President and a Director of Breckenridge Minerals Inc. (now Delta Uranium Inc. (TSX:DUR) from October, 2005 until April, 2006. Mr. Stewart has worked as a corporate/securities lawyer, merchant banker and an investor since 1969. Mr. Stewart holds a Bachelor of Arts in Economics from the University of Western Ontario, a Juris Doctor from the University of Toronto and a Diploma LE. from the University of Madrid.
Charles Beaudry, Proposed Director and Chief Operating Officer
Charles Beaudry is a Professional Geologist with over 30 years experience in project generation, business development, exploration chemistry and hands-on project management. Mr. Beaudry previously held the position of General Manager with IAMGOLD Corporation (TSX: IMG) from 2008 until 2009, as a consultant for Scott-Wilson Roscoe Postle Associates from 2006 until 2008, as Manager of Geochemistry for Falconbridge Limited (now Xstrata Canada Corporation) from 2001 until 2006 and as County Manager for Brazil for Noranda Inc. from 1996 to 2001. Mr. Beaudry holds a Bachelors of Science in Geology from the University of Ottawa and a Masters of Geology from McGill University.
Bill Yeomans, Proposed Vice President of Explorations and Acquisitions
Bill Yeomans is a Professional Geologist with over 25 years of field experience in all stages of gold exploration, development and production throughout the Americas and in Asia. Mr. Yeomans has evaluated numerous projects in many countries for a wide variety of commodities with an emphasis on gold and previously supervised regional exploration programs for BHP Billiton and Newmont Mining Corporation in the Guiana Shield across Guyana and Suriname. Mr. Yeomans is currently a consultant to IAMGOLD Corporation (TSX: IMG) involving research on numerous gold projects throughout North America. Mr. Yeomans previously held the position of General Manager of Exploration of StrataGold Corporation from April 2004 to October 2008 and previously held positions with Migrate Mining, Aur Resources Inc., Canamax Resources and Shell Minerals. Mr. Yeomans holds and Bachelor of Science in Geology (Honours) from Queen's University.
Simon Baker, Proposed Director
Simon Baker is a professionally accredited Member of the Institute of Management Services (U.K.), a Professional Geoscientist registered in Ontario and a Chartered Geologist registered in the United Kingdom. Mr. Baker specializes in senior level management consulting and business advisory services, with a particular focus in the exploration mining industry. Mr. Baker is currently a Director of Brigadier Gold Limited (TSXV:BRG) and previously served as Vice President of Corporate Development from October, 1999 until January, 2008 for Platinex Inc. (TSXV: PTX). Mr. Baker previously held various positions with the RMC Group where he completed many mineral property evaluations and business viability studies, including acquisition negotiations.
Stephen Dulmage, Proposed Director
Stephen Dulmage is currently the President of Tradewin Group International, a private organization active in both private equity and venture capital investing. Mr. Dulmage previously served as the Chief Financial Officer of African Gold Group, Inc. (TSXV: AGG), from January 2003 until May 2006. Mr. Dulmage previously served as a director of Eiger Technology Inc. (now GameCorp Ltd. (CNSX: GGG)) from July 2007 until December 2009, as a director of Oromonte Resources Inc. (now Georox Resources Inc. (TSXV: GXR)) from September 2000 until July of 2006. Mr. Dulmage also served as a business consultant from January 2003 through April 2003 and as a sales agent of the Equigenesis Corporation from December 1999 through December 2002. Mr. Dulmage holds a Bachelor of Arts from McMaster University, is a Chartered Accountant and is a member of the Canadian Institute of Chartered Accountants.
Timothy Gallagher, Proposed Director
Timothy Gallagher has been President of Inflection Capital Inc. (formerly Intellectual Investments), a private investment company that invests in and assists entrepreneurial companies since March 2005. He has been Chairman of Excalibur Resources Ltd (CNSX:EXR) since September 2009 and a Director of Xtierra Inc. (TSXV:XAG) since August 2008. He was a Director of Schneider Power (formerly Water Capital Inc.) from July 2005 until December 2008. He was a director and chief financial officer of York Capital Corp. (now SilverBirch Inc.) from March 2004 to September 2005 and a director, president and chief executive officer of Ontario Capital Opportunities Inc. (now Biorem Inc.), a capital pool company, from December 2003 until January 2005. He was Executive Vice-President of Kinghaven Securities Limited from December 1996 to March 2002. Previously, Mr. Gallagher worked in institutional sales for Loewen Ondaatje McCutcheon from 1994 to 1996 and in corporate finance from 1989 to 1994 at Union Bank of Switzerland (Canada). He has experience in identifying, evaluating and working with early stage companies including participation in active management, business development, investor relations and financing. He has assisted a number of companies with raising funds to implement their growth plans. Mr. Gallagher is past Co-Chairman of the MIT Schulich Enterprise Forum. He earned his bachelor of commerce degree from McMaster University, his Masters of Business Administration from York University and was granted his Chartered Financial Analyst designation by the CFA Institute.
Matey Nedkov de LaCamp, Proposed Director
Matey Nedkov de LaCamp has been a director of the Corporation since August 2, 2006. Mr. Nedkov formed Nedcorp Holdings Inc., a merchant and investment banking company specializing in early stage companies, in October 1994 and since that time has been the company's president. Prior thereto, Mr. Nedkov founded Infonet Media, an in-store advertising company in Canada. Infonet Media was sold to Actmedia after 17 years of operations and is now owned and operated by Newscorp Canada. Mr. Nedkov de LaCamp is the founding and past chairman of TAG (the Toronto Angel Group).
Donna McLean, Proposed Chief Financial Officer and Corporate Secretary
Donna McLean is a finance and administration manager with broad experience in public, private and not-for-profit organizations. Ms. McLean has served in several capacities including Controller, Treasurer, V.P. Finance and Chief Financial Officer of both public and private entities. She is presently the Chief Financial Officer and Treasurer of Intrepid Mines Limited (TSX:IAU) and Controller of CSC Champion Shavings Inc. Ms. McLean previously served as Vice President of Finance and Chief Financial Officer of Denbridge Capital Corp. and as Treasurer of Creststreet LPS and Creststreet Resource Fund.
INDEPENDENT QUALIFIED PERSONS
Information of a technical nature relating to the Duquesne-Ottoman Project in this press release has been reviewed by John Reddick, P. Geo., Tracy J. Armstrong, P.Geo. and John W. Londry, P.Geo. who are the coauthors of a technical report dated April 28, 2010 entitled "Technical Report on the Duquesne-Ottoman Property" by Reddick Consultants Inc. prepared for On-Strike and addressed to Eminence (to be renamed Xmet Inc.). The authors of the report, John Reddick, P.Geo, Tracy J. Armstrong, P.Geo. and John W. Londry, P.Geo are "qualified persons" and are "independent persons", respectively, within the meaning of NI 43-101.
CORPORATE ADVISORY ARRANGEMENT
As part of the Qualifying Transaction, on closing, the Resulting Issuer will enter into a non-exclusive corporate advisory services agreement with Inflection Capital Inc. ("Inflection") pursuant to which Inflection will provide corporate advisory services to the Resulting Issuer for 12 months from the closing of the Qualifying Transaction at a rate of $5,000 per month. Inflection is a private company wholly-owned and controlled by Timothy Gallagher, a director proposed for election at the Eminence shareholder meeting and a proposed director of the Resulting Issuer.
SIGNIFICANT CONDITIONS TO CLOSING
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to satisfactory due diligence reviews, the availability of prospectus and registration exemptions or obtaining exemptive relief, obtaining any necessary governmental and third party approvals and Exchange acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
SPONSORSHIP
Eminence has applied for an exemption from the Exchange from the requirement to retain a sponsor in connection with the Qualifying Transaction. There can be no assurances that an exemption from sponsorship will be granted.
ARM'S LENGTH QUALIFYING TRANSACTION
The acquisition by Eminence of all of the issued and outstanding shares in the capital of On-Strike is not a Related Party Transaction for the purposes of Exchange policies and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. As a result, the Qualifying Transaction itself will not be subject to approval of the shareholders of Eminence; however, other structuring aspects of the Qualifying Transaction require approval of Eminence's shareholders under corporate law, including, among other things, (i) the proposed increase of Eminence's issued and outstanding common shares to 5,000,000 on a basis of 1.0952903 common shares for each current outstanding common share, and (ii) the proposed name change of Eminence to "X-Met Inc." or such other name as the directors of On-Strike and Eminence may decide and as may be acceptable to applicable regulatory authorities upon completion of the Qualifying Transaction.
INSIDERS OF THE RESULTING ISSUER
To the knowledge of the directors and senior officers of Eminence and On-Strike, no other person will become an insider of the Resulting Issuer as a result or upon completion of the Qualifying Transaction other than the directors and senior officers of the Resulting Issuer referred to in this press release.
EMINENCE CAPITAL II INC.
ON-STRIKE GOLD INC.
Completion of the 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 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.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared by connection with the transaction, any information released or received with respect to the 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.
The TSX Venture Exchange Inc. 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 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 release).
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Eminence and OSG assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Eminence and On-Strike. Additional information identifying risks and uncertainties is contained in filings by Emienence with Canadian securities regulators, which filings are available under Eminence's profile at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
For further information: Eminence Capital II Inc. Contact: Matey Nedkov de Lacamp, Chairman, Eminence Capital II Inc., Phone: (416) 223-4394, E-mail: [email protected]; Tim Gallagher, Eminence Capital II Inc., Phone: (416) 925-0090, E-mail: [email protected]; On-Strike Gold Inc. Contact: Alexander Stewart, Chief Executive Officer, Phone (905) 997-5647, E-mail: [email protected]
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