Cairo Enters Into Letter of Intent to Acquire Option on

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
 
 
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