Cairo Enters Into Letter of Intent to Acquire Option on Resource Property for Its Qualifying Transaction VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/22/12 -- Cairo Resources Inc. (the "Company") is pleased to announce that it has entered into a letter of intent ("LOI") dated October 17, 2012 with Newcastle Minerals Ltd. ("Newcastle"), a publicly traded company listed on the TSX Venture Exchange (the "Exchange") and incorporated under the laws of British Columbia. The LOI sets forth the terms upon which the Company and Newcastle propose to enter into a transaction (the "Proposed Transaction") whereby Newcastle shall grant to Cairo an option (the "Option") to earn up to a 60% undivided interest in and to 11 mining claims located in the Tarp Lake and First Loon Lake areas of the Patricia Mining Division in northwestern Ontario (the "Property"). The LOI contemplates that the Company will finalize and enter into a definitive agreement (the "Option Agreement") in respect of the Proposed Transaction by November 16, 2012. If completed, and subject to Exchange approval, the Proposed Transaction will constitute the Company's qualifying transaction (the "Qualifying Transaction") under Exchange Policy 2.4 - Capital Pool Companies ("Policy 2.4"). The Proposed Transaction does not involve any Non-Arm's Length Parties (as defined in Policy 2.4) to the Company and, therefore, the Company expects that shareholder approval will not be required. However, acceptance by the Exchange of the Qualifying Transaction and any related matters is required. The Company expects that it will be designated as a Tier 2 Mining Issuer on the Exchange upon obtaining TSXV approval for the Qualifying Transaction. Under the proposed terms of the Option Agreement, Newcastle will grant the Option to the Company in exchange for payment by the Company of $1500. Upon the exercise of the Option, the Company will acquire a 60% undivided interest in and to the Property, free and clear of all encumbrances (except to a 2% net smelter returns royalty to which the Property is currently subject.) The Option will be deemed to be validly exercised by the Company upon completion of the following events: (a) the Company having made cash payments to Newcastle in the following amounts and on the following sche dule: (i) $20,000 on the third business day after the date (the "Acceptance Date") on which the Exchange accepts notice of the Proposed Transaction; (ii) $20,000 within one year of the date of the execution of the Option Agreement (the date of the execution of the Option Agreement being the "Effective Date"); and (iii) $20,000 within two years of the Effective Date; and (b) the Company having issued to Newcastle common shares in the capital of the Company (the "Shares") in the following amounts and on the following schedule: (i) 100,000 Shares on or before the third business day after the Acceptance Date; (ii) 100,000 Shares within one year of the Effective Date; and (iii) 100,000 Shares within two years of the Effective Date; and (c) the Company having incurred the following expenditures on the following schedule: (i) $900,000 of direct exploration costs on the Property within three years of the Effective Date, of which: (A) not less than $200,000 shall be incurred within one year of the Effective Date; (B) not less than $450,000 shall be incurred within two years of the Effective Date; and (C) not less than $900,000 shall be incurred within three years of the Effective Date; and (d) the Company having delivered to Newcastle a written notice stating its intention to exercise the Option. Once the Company has exercised the Option, the Company and Newcastle intend to form an incorporated joint venture for the purposes of exploring, and, if deemed warranted, bringing the Property into commercial production by establishing and operating a mine. The Company intends to complete an equity financing to raise up to CDN$500,000 (the "Private Placement") concurrently with the closing of the Proposed Transaction by way of a non-brokered private placement at an intended price of CDN$0.15 per share. Assuming completion, the Company intends to use the net proceeds of the Private Placement in order to fund the expenses in relation to the Qualifyiung Transaction and the exercise of the Option. It is contemplated that the current directors and officers of the Company will continue to hold their positions with the Company upon completion of the Qualifying Transaction. Upon Exchange acceptance of the Qualifying Transaction, the insiders of the Company will be comprised of Ralph Biggar, Michael Sadhra and Rauni Malhi. Their backgrounds are provided below. Ralph Biggar Mr. Biggar is the President, Chief Executive Officer and a Director of the Company. He has been the president of Biggar Investments Corp., a private investment company since January 2004. In May 2002, Mr. Biggar founded Canwood Capital Corp., and served as its President from inception to September 2004. Canwood Capital Corp. specialized in investing in start-up companies in the technology and resource sectors. Prior thereto, Mr. Biggar was in the brokerage industry as an investment advisor. He has been involved in bringing investors together to participate in financing of various private and public companies. Michael Sadhra Mr. Sadhra is the Chief Financial Officer, Corporate Secretary and a Director of the Company. He received his Bachelor of Commerce degree from the University of British Columbia in 1991 and his Chartered Accountant designation from the Institute of Chartered Accountants of British Columbia in 2001. His has since worked in the financial field for 10 years and was employed by the global audit, tax and advisory services firm KPMG LLP from September 1999 to December 2006, where he served as a senior tax manager from 2003 - 2006 specializing in mining. In 2007, Mr. Sadhra took the position of tax consultant and Chief Financial Officer of Lara Exploration Ltd. and Reservoir Capital Corp. (May 2007 - May 2009). In May 2009, he became a partner of Sadhra & Chow LLP, a firm that specializes in mining taxation. Mr. Sadhra has also served as a Director of Orion Oil and Gas Ltd. (formerly Wintraysan Capital Corp.), a Director of Phoenix Coal Corporation (formerly Marimba Capital Corp.) and as a Director of ValGold Resources Ltd. Rauni Malhi Ms. Malhi is a Director of the Company. She has over 12 years of experience in the legal profession as a paralegal. She has a solid background in administration and document handling. Ms. Malhi is also currently a director of BullRun Investments Inc., a private mineral exploration project generation company. About the Property The Property is comprised of 11 contiguous claims totalling 2,720 hectares which straddles the Tarp Lake (G-2231) and First Loon Lake (G-2037) areas in the Patricia Mining Division in north western Ontario. The Property is 100% owned by Newcastle and is part of Newcastle's Pickle Lake Gold Project which includes the Western Claim Group (Central Patricia - Dona Lake area) and Crowshore Patents Group. The Property is centered on geographic coordinate's 89 degrees 58' 37" west longitude and 51 degrees 34' 8" north latitude or UTM (NAD83 Zone 16) 293690E/5717297N. The Property is located approximately 350 statute km north of Thunder Bay, Ontario and 18 km by paved and gravel road northeast of Pickle Lake, Ontario. Pickle Lake can be accessed from Thunder Bay by land or air. Land travel from Thunder Bay to Pickle Lake is via Trans-Canada Highway (Highway 17) that leads northwest up to Ignace thence turning northeast via Highway 599. Total road distance is 535 km with an approximate travel time of 6 hours. Pickle Lake is regularly serviced by scheduled Wasaya Airways flights that originate from Thunder Bay. The Property is situated within the Pickle Lake greenstone belt of the Uchi Lake sub province within the western portion of the Superior Province of the Canadian Shield. The western Superior Province is an auspicious zone known to host a wide variety of mineral deposits, such as the major gold districts of Red Lake, Pickle Crow, Hemlo; VMS deposits such as Sturgeon Lake and Winston Lake; and magmatic Ni-Cu and PGE deposits such as Shebandowan and Lac des Iles. The earliest recorded exploration work in the Pickle Lake area was on the First Loon Lake area by Coniagas Mines Ltd. in the 1930's. This early exploration program identified the presence of iron formations using dip needle surveys. Subsequent work included x-ray drilling which intersected banded iron formations with sulphides and quartz-carbonate stringers but did not return encouraging gold values. More recently, Newcastle carried out a surface exploration program from October to November 2011, which consisted of geological assessment and outcrop sampling over the Crowshore North claims specifically on claims 4251339 and 4251344. A total of 24 samples from outcrops of banded iron formation and intermediate to felsic metavolcanics were collected which were analyzed for gold (Au), silver (Ag) plus multi-element content. Some of the samples returned highly anomalous Au and Ag values. The Au mineralization is present in quartz veins, and the surrounding wall rock where disseminated sulfides are present and in quartz flooded and fractured areas of the banded iron formation (BIF) units that transect the property. The Ag mineralization appears to be concentrated primarily within the BIF horizons. Cautionary Statements 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 in 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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Contacts: Cairo Resources Inc. Michael Sadhra Chief Financial Officer and Director (604) 646-1553
Cairo Enters Into Letter of Intent to Acquire Option on
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