Dynasty Closes Qualifying Transaction
Vancouver, B.C. - The directors of Dynasty Metals & Mining Inc. (formerly Vendin One Capital Corp.) (the “Company” or “Dynasty”) are pleased to announce that, further to the Company’s news release dated July 29, 2003, the Company has closed its Qualifying Transaction. Dynasty has been classified by TSX Venture Exchange (the “Exchange”) as a Tier 1 ‘Gold Mining’ company. Dynasty’s shares will commence trading under its new stock symbol “DMM” on September 26, 2003.
As contemplated by the original letter of intent dated February 17, 2003, as amended, the Company has changed its name from “Vendin One Capital Corp.” to “Dynasty Metals & Mining Inc.” and consolidated its shares on a two (old) for one (new) basis (the “Consolidation”).
Dynasty’s wholly owned subsidiary Empire Sun Investments Limited (a British Virgin Islands company) acquired (the “Acquisition”) 100% of the issued and outstanding shares of Elipe S.A. (“Elipe”), the sole assets of which are three gold properties (the “Ecuadorian Properties”) located in southern Ecuador. 7,000,000 post Consolidation shares were issued to Cinergy Capital Corp. to acquire the shares of Elipe. The shares, as well as 1,220,000 shares purchased by “Principals” (as defined by the rules of the Exchange) under the non-brokered private placement described below, are subject to escrow pursuant to Exchange policies. Under the terms of the escrow agreement, the shares will be released over 18 months, with 25% of the shares being released on the date of the Exchange Bulletin accepting the Qualifying Transaction (the “Exchange Bulletin”) and a further 25% being released on the six, 12 and 18 month anniversaries of the Exchange Bulletin.
Non-Brokered Private Placement
Concurrently with the closing of the Acquisition, Dynasty closed a non-brokered private placement of 1,500,000 units (post Consolidation) at an effective price of $0.15 per unit for total proceeds of $225,000. Each unit comprises one common share and one share purchase warrant to purchase an additional common share at an effective price (post Consolidation) of $0.30, exercisable for one year. The shares and warrant shares are subject to a four-month hold period expiring on January 24, 2004.
Brokered Offering - Private Placement
Dynasty also closed a brokered private placement (the “Brokered Private Placement”) of 1,509,250 units (post Consolidation) concurrently with the closing of the Acquisition. The units were sold at a price of $0.45 for total gross proceeds of $679,162.50. Each unit comprises one common share and one-half of a share purchase warrant. Each whole warrant is exercisable for one year to purchase one additional common share at a price (post Consolidation) of $0.60. The shares and warrant shares are subject to a four-month hold period expiring on January 24, 2004. The proceeds of the Brokered Private Placement will fund the further exploration of the Jerusalem property and the Dynasty property, which are the material properties of the Ecuadorian Properties, as well as fund general and administrative expenses.
Canaccord Capital Corporation (Canaccord), the Company’s agent for the Brokered Private Placement, received a $54,333 cash commission, being 8% of the gross proceeds raised. In addition, Canaccord received 226,388 agent’s warrants, being 15% of the number of units sold. Each agent’s warrant will entitle Canaccord to acquire a common share in Dynasty’s share capital for $0.45 for a period of one year. Any shares purchased upon the exercise of agent’s warrants will be subject to a four-month hold period expiring January 24, 2003.
Brokered Offering - Short Form Offering Document
Canaccord also sold on behalf of the Company an additional 437,500 units under a Short Form Offering Document (the “Short Form Offering”). The units sold are identical to those sold under the Brokered Private Placement. The Company raised $196,875 in gross proceeds from the sale of the units. None of the shares and warrant shares are subject to a hold period. The proceeds of the Short Form Offering will fund the further exploration of the Jerusalem property and the Dynasty property as well as general and administrative expenses.
Canaccord received a $15,750 cash commission (8% of the gross proceeds) and 65,625 agent’s warrants (15% of the number of units sold) for selling the units. The agent’s warrants are identical to those issued under the Brokered Private Placement. Any shares purchased upon the exercise of agent’s warrants will be subject to a four-month hold period expiring January 24, 2003.
Directors and Officers
Immediately following the completion of the Acquisition, all of the directors and officers of the Company, other than Paul MacNeill and Robert Washer as directors (Mr. Washer was appointed as a director on June 20, 2003 in anticipation of the closing of the Qualifying Transaction) and William McCartney as an officer, resigned. Further to the Company’s news release on February 25, 2003, Segundo J.E. Andrade, Mark Bailey, Yale Simpson and Brian Speechly have now joined Mr. MacNeill and Mr. Washer on the board of directors. Mr. Washer has been appointed President and Chief Executive Officer and Mr. McCartney is now Dynasty’s Chief Financial Officer and Corporate Secretary.
In conjunction with the Acquisition, certain shareholders of the Company sold 600,000 post Consolidation shares of the Company to some of the new directors of the Company at a price of $0.20 per share. All of these shares are being held in escrow pursuant to Exchange policy. A total of 800,000 discount seed shares currently being held in escrow (including the 600,000 shares sold to new directors) will be released over a period of 18 months in accordance with the schedule for Tier 1 issuers, with 25% being released on the date of the Exchange Bulletin and a further 25% being released on the six, 12 and 18 month anniversaries of the Exchange Bulletin.
Stock Option Plan and Awards
In conjunction with the closing of the Qualifying Transaction, the Company has also put in place an incentive stock option plan, pursuant to which options to purchase up to 2,399,350 post Consolidation shares may be awarded to directors, officers, employees and consultants of the Company. The number of shares available represents 20% of the issued and outstanding shares of the Company upon closing of the Qualifying Transaction.
Immediately following the closing of the Qualifying Transaction, the board of directors awarded incentive stock options to purchase up to an aggregate of 1,200,000 post Consolidation shares to 12 of the directors, officers, employees and consultants of the Company at a price of $0.45 per share. The options are exercisable for a period of five years.
For further information about the Company, please visit its website at www.dynastymetalsandmining.com or www.dynastymining.com.
APPROVED BY THE BOARD OF DIRECTORS
Robert Washer, Director
“The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.”