December 10, 2009
January 7, 2010
ACFAW.COM ACQUIRES 101 PLATINUM GROUP MINERAL CLAIMS IN QUEBEC, INTENDS TO COMPLETE A NON-BROKERED PRIVATE PLACEMENT AND PROPOSES A CHANGE OF CORE BUSINESS.
December 10, 2009 – Montreal, Q.C.: ACFAW.COM. (CNSX: ACW) announces that it has acquired important platinum and platinum group element land packages in Quebec from St-Georges Minerals Inc., and arranged a financing of a minimum of $250,000 up to a maximum of $750,000 of units, each unit being comprised of one common share at a price per share of $0.05 and one full share purchase warrant enabling its holder to purchase one common share of the Company at $0.25 for thirty-six months following closing. Proceeds from this private placement will be used for the implementation of the new business strategy and for general working capital purposes. Finder’s Fees and/or relating commissions are expected to be paid in connection with this proposed private placement.
By completing this major acquisition, the Company further intends to change its core business and orientation and accordingly, an Extraordinary and Special Meeting of the Shareholders to vote on the proposed change of orientation is in preparation.
PROPERTIES ACQUIRED
ACFAW.COM further announces that it has entered into agreements to acquire, subject to Shareholder and regulatory approval, a total of 101 claims for 50.5 km2 in Quebec’s Abitibi and North Shore regions. Historical work in both regions have shown an excellent potential for PGE systems. The properties are outlined as follows:
Villebon Property
The Villebon property is located less than 2 kilometers east of Provincial Highway 117, about 21 km south of Louvicourt village and about 45 km south-east of Val d’Or. The property is located more precisely close the north boundary of LaVerendrye Provincial Park. Provincial Highway 117 links Val d’Or to Montreal.
The Property hosts kilometric long mafic-ultramafic intrusives in the Val-d’Or greenstone sequence, of which a portion hosts the Villebon Zone with a historical mineral resource of 421,820 tons grading 0.72% Nickel, 0.52% Copper and 1.09 g/t Platinum (Scott, 1987), based on eight historical drill holes (non-NI 43-101 compliant).
The Property was jointly acquired by St-Georges Minerals Inc. and LiteWave Corp from Fancamp Exploration and Sheridan Platinum in February 2009. The Company agreed to acquire St-Georges’ portion of the Property and its obligations. St-Georges issued 2,225,000 shares to the vendors, and Litewave is required to pay $200,000 over two years and then an advance royalty payment of $20,000 on an annual basis. The Property is subject to a 2% Net Smelter Return (“NSR”) on 18 claims and to a 1% NSR on 5 claims covering the Villebon Zone. A total of 1% of the 2% NSR can be purchased for $1,000,000. LiteWave would assume a remaining property payment of $80,000 on the Villebon Zone 5 claims to Tectonic Resources as well as an existing 2% NSR, of which 1% can be purchased for $1,000,000.
Isoukustouc Complex and Lac Julie Properties
The Isoukustouc Complex of the Property (Manic III, Mathilda and B40) are located less than 10 kilometres west of the Manic-3 hydro generating station within the Manicouagan Reservoir. The Lac Julie Property is located approximately 65 kilometers further to the east, close to Lac La Blache.
The Manicouagan region is situated at the intersection of Highways 138 and 389. Provincial Highway 138 links Montreal and Natashquan and follows the north shore of the St. Lawrence River. Highway 389 provides access to the mining towns of the northeast and links Baie-Comeau to the Labrador border.
In 1998, Outokumpu Mines Inc. performed helicopter-borne magnetic and electromagnetic surveys (2,519 line-kilometers) as well as geological mapping and ground geophysical surveys on the Lac La Blache area that included the Lac Julie Property. The Lac Julie Ni-Cu occurrence was discovered during time linked to a dyke or sill, containing up to 1.51 % Ni and 0.31% Cu. The Manic III occurrence was discovered by Phil Boudrias in 1986. In 2001, Fancamp Exploration Ltd. undertook trenching of two (2) nickel-copper-cobalt showings on Manic III, with the significant assay results of 2.4% nickel, 0.55% copper and 0.12% cobalt.
Mineralization at Mathilda consists of disseminated and massive vein pyrrhotite, chalcopyrite, pyrite, pentlandite and trace molybdenite in sulphides hosted in a pyroxenite dyke. Assays grade up to 1.5% nickel, 0.67% copper and 0.31% cobalt in different samples.
Assay results on B40 (Isoukustouc Proper) yield 3.84% Ni, 17% Cu, 0.2 % Co and 1400 ppm PGE.
Manicouagan Constellation of Properties
Located north and west of the town of Baie-Comeau, Quebec, the Manicouagan Constellation is constituted of 8 distinct mineral exploration properties. These properties were held by St-Georges and planned to be developed through a 50-50 Joint-Venture agreement with LiteWave Corp. an American (Nevada) public corporation (OTC: LTWV) which holds various mining properties owned by St-Georges. The Company plans to assume the current financial obligation of St-Georges and work in collaboration with LiteWave Corp. to evaluate the full potential of these properties.
The properties are located in the general area of the Manicouagan River along the North Shore of the St. Lawrence River, and will be explored not only for Platinum and Palladium, but also Gold, Cobalt, Copper and Nickel. The properties were part of a regional lake-bottom sediment survey completed by the Ministère des ressources naturelles et de la Faune (the “MRNFQ”) in early 2000 and showed significant Nickel, PGE’s, Precious and Base Metals anomalies which were further prospected in subsequent years by local North Shore prospectors. The properties are summarized as follows:
An independent NI 43-101 Technical Report for these properties was commissioned from Consul-Teck Mining Consultants (of Val-d’Or, Quebec) by St-Georges and LiteWave Corp. It will be provided to the Company with an accurate claim status, an account of the historical mineral resources and provide an independent recommendation for future exploration programs. The report should be ready for publication before the end of the December 2009.
ASSET PURCHASE
In payment for the 101 Platinum Group Mineral Claims the Company intends to purchase, the Company will issue to shareholders of St-Georges a total of no less than 117,900,400 common shares.
Jean-Sebastien Lavallée P.Geo, a qualified person under NI 43-101, has reviewed and approved the technical content of this release. Mr. Lavallée has over 15 years of exploration experience in Canada, having worked as a consultant for numerous exploration companies through Consul-Teck Exploration Inc.
CORPORATE STRATEGY AND CHANGE IN BUSINESS DIRECTION AND ORIENTATION
The board of Directors of the Company agreed to negotiate with current management of St-Georges for a transition from the current main business of web-service provider to the business of Mining Exploration and to transfer to the St-Georges’ Management the control over the Company’s operations. Two (2) directors suggested by St-Georges should join the board of directors of the Company within the next few days.
The closing of the current proposed transaction would trigger a change of control of the Company that has to be approved by the shareholders in an Extraordinary and Special Annual Shareholders Meeting. The date and the place of the meeting should be announced later this month and should take place early 2010.
Shareholders will have to vote on new directors proposed by the Company and approve a name change.
ON BEHALF OF THE BOARD OF DIRECTORS
Francois Houille De Beaulieu
President
For further information, please contact :
Fr. H. de Beaulieu : Tel : 514-933 1503, Fax : 514-933 9871, ceo@acfaw.com
By completing this major acquisition, the Company further intends to change its core business and orientation and accordingly, an Extraordinary and Special Meeting of the Shareholders to vote on the proposed change of orientation is in preparation.
PROPERTIES ACQUIRED
ACFAW.COM further announces that it has entered into agreements to acquire, subject to Shareholder and regulatory approval, a total of 101 claims for 50.5 km2 in Quebec’s Abitibi and North Shore regions. Historical work in both regions have shown an excellent potential for PGE systems. The properties are outlined as follows:
Villebon Property
The Villebon property is located less than 2 kilometers east of Provincial Highway 117, about 21 km south of Louvicourt village and about 45 km south-east of Val d’Or. The property is located more precisely close the north boundary of LaVerendrye Provincial Park. Provincial Highway 117 links Val d’Or to Montreal.
The Property hosts kilometric long mafic-ultramafic intrusives in the Val-d’Or greenstone sequence, of which a portion hosts the Villebon Zone with a historical mineral resource of 421,820 tons grading 0.72% Nickel, 0.52% Copper and 1.09 g/t Platinum (Scott, 1987), based on eight historical drill holes (non-NI 43-101 compliant).
The Property was jointly acquired by St-Georges Minerals Inc. and LiteWave Corp from Fancamp Exploration and Sheridan Platinum in February 2009. The Company agreed to acquire St-Georges’ portion of the Property and its obligations. St-Georges issued 2,225,000 shares to the vendors, and Litewave is required to pay $200,000 over two years and then an advance royalty payment of $20,000 on an annual basis. The Property is subject to a 2% Net Smelter Return (“NSR”) on 18 claims and to a 1% NSR on 5 claims covering the Villebon Zone. A total of 1% of the 2% NSR can be purchased for $1,000,000. LiteWave would assume a remaining property payment of $80,000 on the Villebon Zone 5 claims to Tectonic Resources as well as an existing 2% NSR, of which 1% can be purchased for $1,000,000.
Isoukustouc Complex and Lac Julie Properties
The Isoukustouc Complex of the Property (Manic III, Mathilda and B40) are located less than 10 kilometres west of the Manic-3 hydro generating station within the Manicouagan Reservoir. The Lac Julie Property is located approximately 65 kilometers further to the east, close to Lac La Blache.
The Manicouagan region is situated at the intersection of Highways 138 and 389. Provincial Highway 138 links Montreal and Natashquan and follows the north shore of the St. Lawrence River. Highway 389 provides access to the mining towns of the northeast and links Baie-Comeau to the Labrador border.
In 1998, Outokumpu Mines Inc. performed helicopter-borne magnetic and electromagnetic surveys (2,519 line-kilometers) as well as geological mapping and ground geophysical surveys on the Lac La Blache area that included the Lac Julie Property. The Lac Julie Ni-Cu occurrence was discovered during time linked to a dyke or sill, containing up to 1.51 % Ni and 0.31% Cu. The Manic III occurrence was discovered by Phil Boudrias in 1986. In 2001, Fancamp Exploration Ltd. undertook trenching of two (2) nickel-copper-cobalt showings on Manic III, with the significant assay results of 2.4% nickel, 0.55% copper and 0.12% cobalt.
Mineralization at Mathilda consists of disseminated and massive vein pyrrhotite, chalcopyrite, pyrite, pentlandite and trace molybdenite in sulphides hosted in a pyroxenite dyke. Assays grade up to 1.5% nickel, 0.67% copper and 0.31% cobalt in different samples.
Assay results on B40 (Isoukustouc Proper) yield 3.84% Ni, 17% Cu, 0.2 % Co and 1400 ppm PGE.
Manicouagan Constellation of Properties
Located north and west of the town of Baie-Comeau, Quebec, the Manicouagan Constellation is constituted of 8 distinct mineral exploration properties. These properties were held by St-Georges and planned to be developed through a 50-50 Joint-Venture agreement with LiteWave Corp. an American (Nevada) public corporation (OTC: LTWV) which holds various mining properties owned by St-Georges. The Company plans to assume the current financial obligation of St-Georges and work in collaboration with LiteWave Corp. to evaluate the full potential of these properties.
The properties are located in the general area of the Manicouagan River along the North Shore of the St. Lawrence River, and will be explored not only for Platinum and Palladium, but also Gold, Cobalt, Copper and Nickel. The properties were part of a regional lake-bottom sediment survey completed by the Ministère des ressources naturelles et de la Faune (the “MRNFQ”) in early 2000 and showed significant Nickel, PGE’s, Precious and Base Metals anomalies which were further prospected in subsequent years by local North Shore prospectors. The properties are summarized as follows:
An independent NI 43-101 Technical Report for these properties was commissioned from Consul-Teck Mining Consultants (of Val-d’Or, Quebec) by St-Georges and LiteWave Corp. It will be provided to the Company with an accurate claim status, an account of the historical mineral resources and provide an independent recommendation for future exploration programs. The report should be ready for publication before the end of the December 2009.
ASSET PURCHASE
In payment for the 101 Platinum Group Mineral Claims the Company intends to purchase, the Company will issue to shareholders of St-Georges a total of no less than 117,900,400 common shares.
Jean-Sebastien Lavallée P.Geo, a qualified person under NI 43-101, has reviewed and approved the technical content of this release. Mr. Lavallée has over 15 years of exploration experience in Canada, having worked as a consultant for numerous exploration companies through Consul-Teck Exploration Inc.
CORPORATE STRATEGY AND CHANGE IN BUSINESS DIRECTION AND ORIENTATION
The board of Directors of the Company agreed to negotiate with current management of St-Georges for a transition from the current main business of web-service provider to the business of Mining Exploration and to transfer to the St-Georges’ Management the control over the Company’s operations. Two (2) directors suggested by St-Georges should join the board of directors of the Company within the next few days.
The closing of the current proposed transaction would trigger a change of control of the Company that has to be approved by the shareholders in an Extraordinary and Special Annual Shareholders Meeting. The date and the place of the meeting should be announced later this month and should take place early 2010.
Shareholders will have to vote on new directors proposed by the Company and approve a name change.
ON BEHALF OF THE BOARD OF DIRECTORS
Francois Houille De Beaulieu
President
For further information, please contact :
Fr. H. de Beaulieu : Tel : 514-933 1503, Fax : 514-933 9871, ceo@acfaw.com
January 7, 2010
Villebon Gold, Nickel, Copper and PGE Property Drilling Campaign Initiated, New Board of Directors.
Montreal, Quebec, January 7, 2010 --- ACFAW.COM INC. (CNSX: ACW) is please to update its shareholders on the recent corporate developments regarding the company. A 5,000 meter drilling program is being initiate in the coming days at the Villebon.
EXPLORATION PROGRAMS AT VILLEBON AND ISUKOUSTOUC
ACFAW.COM and its partner Litewave Corp (OTC : LTWV) planned and initiate a 5,000 meters drilling campaign on their jointly owned Villebon Gold, Platinum, Nickel and Copper property located 45 kilometers South-East of the town of Val d’Or in Quebec. Drills are commissioned and work should start within 15 days under the supervision of Noram Engineering and Mining ltd of Delaware and Consul-Tek inc. of Val d’Or, Québec.
The initial objective of the campaign is to validate the historical results obtained in 1987-88 that were the premises for the non-compliant historical resource estimated at 421,840 tons grading 0.52 % copper, 0.72% nickel and 1.08 g/t platinum-palladium combined (GM58778). This estimate is historical in nature, non-compliant to NI 43-101 Mineral Resources and Mineral Reserves, and therefore should not be relied upon, but should only be considered as an indication of the mineral potential and not necessarily indicative of the mineralization on the Property. A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources.
The second objective of the campaign is to test the lateral extensions and the depth of the PGE, Copper-Nickel mineralized peridotite lens. A few drill holes will target the gold potential of the property based on the immediate proximity of the known Copper-Nickel zones.
The Company is also planning to initiate later this winter a ground magnetic and electromagnetic survey campaign on the properties lying in what it is now referring to as the Isukoustouc Complex. This Complex includes the 100% owned Lac Julie and the Isukoustouc Complex properties (See descriptive NI 43-101 report on SEDAR). Many Copper-Nickel and Platinum Group Elements (PGE) are already identified on these properties. The main goal of these surveys will be to identify in details the location of the lens and the conductors containing the mineralized material. A 2,500 meters confirmation drill campaign will follow these surveys.
NEW MANAGEMENT AND DIRECTORS
The current President and CEO, Mr. François H. De Beaulieu is resigning as President and CEO and is taking the Chairman of the Board position. Mr. Francois (Frank) Dumas is replacing Mr. de Beaulieu as President and CEO. Mr. Mark Billings is named CFO. Mr. Louis Lapointe is named COO and Dr.
Peter H. Smith will be proposed as a director at the next annual shareholders meeting and in the meantime will serve as Technical Advisor. The company would like to thanks Mr. Lies Kerrar and Mr. Luigi Lo Basso for their loyal services and his planning to use their expertise in the future to help implement the company’s development plan. The Board and Management team will now consist of:
* Previously Director of Company
**Will be candidate for the board of directors at the next AGM
Francois (Frank) Dumas, Director, President and CEO
Frank Dumas, currently chief executive officer and president of LiteWave Corp. (OTC: LTWV), and president of Dumasbancorp ULC, a corporate finance consultancy, joins the board as director and will be proposed as president of the new board to be voted at the next special and annual meeting of the shareholders. Mr. Dumas has been involved in the financial industry as a consultant for foreign governments and foreign governmental entities on the subject of international administration and strategic governance and has advised different money managers and hedge funds, particularly in regards to market intelligence. Over time, he has held different executive positions with many established companies, as well as start ups. Mr. Dumas holds a bachelor's degree in international relations from the University of Quebec in Montreal. After completion of his degree he went on to study law. He also holds a master's degree in public administration from Montreal's École Nationale d'Administration Publique (ENAP).
Peter H. Smith, Technical Advisor
Peter H. Smith is the president and chief executive officer of Fancamp Exploration Ltd.(TSX-V:FNC), which has an inventory of mining properties in Ontario, Quebec and New Brunswick, with potential resources of gold, iron ore, uranium and nickel. He is also on the board of directors of Argex Silver Capital inc.(TSX-V:RGX), which is engaged in Titanium, Vanadium and Iron Ore exploration on the North Shore of the province of Quebec. Mr. Smith holds a BSc in geology from McGill University, and an MS and PhD from Northwestern University. He is a professional engineer in Ontario.
Mark Billings, Director and CFO
Mr. Billings is presently a Partner at Atwater Financial Inc., a Montreal-based financial consultancy that provides corporate finance services to Canadian small-cap companies. He is also the President and CEO of Orex Exploration (TSX-V:OX) and a director and CFO of Litewave Corp (OTC:LTWV) and of Argex Silver Capital (TSX-V: RGX). Prior to joining Atwater Financial he served as Vice-President of Corporate Finance with the Strategic Capital group of Desjardins Securities Inc. from 2004 to 2006, where he led a number of public and private financings and took companies public on the Canadian exchanges. From 2000 to 2003 he was Chief Financial Officer of G.P. Group Ltd., From 1999 to 2000, Mark was Vice-President of Corporate Finance with Benvest Capital Inc., which presently trades as Benvest New Look Income Fund (TSX: BCI.UN).
Mark has a MBA from the Harvard Business School and a BA Political Science, from Carleton University. He is also a Chartered Financial Analyst (CFA).
Louis Lapointe, COO
Mr. Lapointe is the owner of a private forestry equipment export company. He worked until recently as a corporate finance and business development consultant with biotech and software companies as well as prime brokerage groups and a Montreal based investment bank. Mr. Lapointe is a director of Orex Exploration (TSX-V:OX). For the past three years he has been working extensively with small cap private companies seeking expertise in financial investment and corporate structure. He holds a BA in Business Administration.
FINANCINGS
Flow-Through Financing:
The Company is pleased to announce the closing of the non-brokered private placement, previously announced in its December 29, 2009 press release, for gross aggregate proceeds of $997,473.00 through the sale of 13,299,639 flow-through units at $0.075 each to the MineralFields Group. Each Unit is comprised of one common share, to be issued as a “flow-through share”, and one non-flow-through common share purchase warrant, exercisable at a price of $0.25 per share no later than thirty-six months following the closing date.
In connection with the Private Placement, Limited Marked Dealer Inc. has received as a finder’s fee 531,985 “non-flow-through common shares”, options to purchase 1,329,963 FT Units at a price of $0.075 no later than twenty-four months following the closing date, and a cash fee equal to 10% of the subscription proceeds.
All the securities issued pursuant to the private placement are subject to a four month hold period from the date of issuance.
Non Flow-Through Financing:
As previously announced in its December 10 2009 Press Release, the Company is currently finalising a non brokered hard cash financing of a minimum of $250,000 and a maximum of $750,000 through the issuance of $0.05 units consisting of one common share of the Company and one full 3 years warrant with a $0.25 strike price. This financing is planned to close before the end of this month.
RELATED TRANSACTION WITH LITEWAVE CORP.
ACFAW agreed to honours St-Georges agreement with Litewave and also agrees to advance the exploration expenditure of Litewave for the first phase of drilling on the Villebon property that is now jointly owned by the two companies. These expenditures will have to be repaid with interest by Litewave within 12 months. ACFAW also agreed to a direct short-term loan of $30,000 to be repaid with interest within 6 months, to enable Litewave to organise an equity financing following its own annual and special shareholders meeting.
INVESTOR RELATIONS FIRMS
The Company would like to announce the appointment of Paradox Public Relations as one of its new Investor and Public Relations firms. Paradox is hired for 24 months to the term of $ 5,000 per month, and will be receiving 400,000 stock options at a price of $ 0.10. The principal of Paradox is Mr. Eric Leboeuf, President. This contract can be cancelled by either one of the parties with a 30 days written notice. The appointment of Paradox Public Relations is subject to the CNSX approval.
The company has also retained Frontline Communications as a consultant to provide strategic marketing, corporate communications and investor relations activities. Frontline will assist ACW in opening productive and continuing dialogues with private investors, analysts, brokers, money managers and other financial professionals and will generate awareness in the investment community as exploration work advances on its different properties. Under the terms of the agreement, ACW will pay Frontline $5,000 per month for a 24-month term and grant 400,000 options to Frontline. Each option enables its holder to acquire one common share of ACW at a price of 10 cents. The principal of Frontline is Mr. Leo Karabelas. This contract can be cancelled by either one of the parties with a 30 days written notice. The appointment of Frontline Communications is subject to the CNSX approval.
The technical information in this news release has been prepared and reviewed by Mr. Jean Sebastien Lavallée, P. Geo., Technical Advisor to ACFAW.COM, the Company’s Qualified Person under NI 43-101.
Certain statements contained in this press release constitute forward-looking information. Such statements are based on the current expectations of management of the company. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. These risks include, but are not limited to, those associated with our capacity to finance our activities, the price of commodities, results of exploration programs, validity of historical results, reliance on subcontractors and key personnel, and other risks and uncertainties detailed from time-to-time in our filings with the Canadian securities commissions The reader should not place undue reliance on the forward-looking information included in this press release given that (i) actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information could prove to be inaccurate. These statements speak only as of the date they are made, and the company assumes no obligation to revise such statements as a result of any event, circumstance or otherwise, except in accordance with law.
ON BEHALF OF THE BOARD OF DIRECTORS
« Frank Dumas. »
DIRECTOR, PRESIDENT AND CEO
For further information, please contact:
Paradox Investor Relations at 1-866-460-0408, FAX at (514) 341-1527 or by email infoparadox@qc.aira.com
or Frontline Communications at (905) 553-7992, fax at (905) 553-7994 or by email at leo@frontlineir.com
The Canadian National Stock Exchange (CNSX) does not accept any responsibility for the adequacy
or accuracy of this press release.
EXPLORATION PROGRAMS AT VILLEBON AND ISUKOUSTOUC
ACFAW.COM and its partner Litewave Corp (OTC : LTWV) planned and initiate a 5,000 meters drilling campaign on their jointly owned Villebon Gold, Platinum, Nickel and Copper property located 45 kilometers South-East of the town of Val d’Or in Quebec. Drills are commissioned and work should start within 15 days under the supervision of Noram Engineering and Mining ltd of Delaware and Consul-Tek inc. of Val d’Or, Québec.
The initial objective of the campaign is to validate the historical results obtained in 1987-88 that were the premises for the non-compliant historical resource estimated at 421,840 tons grading 0.52 % copper, 0.72% nickel and 1.08 g/t platinum-palladium combined (GM58778). This estimate is historical in nature, non-compliant to NI 43-101 Mineral Resources and Mineral Reserves, and therefore should not be relied upon, but should only be considered as an indication of the mineral potential and not necessarily indicative of the mineralization on the Property. A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources.
The second objective of the campaign is to test the lateral extensions and the depth of the PGE, Copper-Nickel mineralized peridotite lens. A few drill holes will target the gold potential of the property based on the immediate proximity of the known Copper-Nickel zones.
The Company is also planning to initiate later this winter a ground magnetic and electromagnetic survey campaign on the properties lying in what it is now referring to as the Isukoustouc Complex. This Complex includes the 100% owned Lac Julie and the Isukoustouc Complex properties (See descriptive NI 43-101 report on SEDAR). Many Copper-Nickel and Platinum Group Elements (PGE) are already identified on these properties. The main goal of these surveys will be to identify in details the location of the lens and the conductors containing the mineralized material. A 2,500 meters confirmation drill campaign will follow these surveys.
NEW MANAGEMENT AND DIRECTORS
The current President and CEO, Mr. François H. De Beaulieu is resigning as President and CEO and is taking the Chairman of the Board position. Mr. Francois (Frank) Dumas is replacing Mr. de Beaulieu as President and CEO. Mr. Mark Billings is named CFO. Mr. Louis Lapointe is named COO and Dr.
Peter H. Smith will be proposed as a director at the next annual shareholders meeting and in the meantime will serve as Technical Advisor. The company would like to thanks Mr. Lies Kerrar and Mr. Luigi Lo Basso for their loyal services and his planning to use their expertise in the future to help implement the company’s development plan. The Board and Management team will now consist of:
- Mr. François (Frank) Dumas, Director, President and CEO
- Mr. Mark Billings, Director and CFO
- Mr. Louis Lapointe, COO
- Mr. François Houille De Beaulieu*, Director and Chairman of the Board
- Mr. Peter H. Smith**, Technical Advisor
* Previously Director of Company
**Will be candidate for the board of directors at the next AGM
Francois (Frank) Dumas, Director, President and CEO
Frank Dumas, currently chief executive officer and president of LiteWave Corp. (OTC: LTWV), and president of Dumasbancorp ULC, a corporate finance consultancy, joins the board as director and will be proposed as president of the new board to be voted at the next special and annual meeting of the shareholders. Mr. Dumas has been involved in the financial industry as a consultant for foreign governments and foreign governmental entities on the subject of international administration and strategic governance and has advised different money managers and hedge funds, particularly in regards to market intelligence. Over time, he has held different executive positions with many established companies, as well as start ups. Mr. Dumas holds a bachelor's degree in international relations from the University of Quebec in Montreal. After completion of his degree he went on to study law. He also holds a master's degree in public administration from Montreal's École Nationale d'Administration Publique (ENAP).
Peter H. Smith, Technical Advisor
Peter H. Smith is the president and chief executive officer of Fancamp Exploration Ltd.(TSX-V:FNC), which has an inventory of mining properties in Ontario, Quebec and New Brunswick, with potential resources of gold, iron ore, uranium and nickel. He is also on the board of directors of Argex Silver Capital inc.(TSX-V:RGX), which is engaged in Titanium, Vanadium and Iron Ore exploration on the North Shore of the province of Quebec. Mr. Smith holds a BSc in geology from McGill University, and an MS and PhD from Northwestern University. He is a professional engineer in Ontario.
Mark Billings, Director and CFO
Mr. Billings is presently a Partner at Atwater Financial Inc., a Montreal-based financial consultancy that provides corporate finance services to Canadian small-cap companies. He is also the President and CEO of Orex Exploration (TSX-V:OX) and a director and CFO of Litewave Corp (OTC:LTWV) and of Argex Silver Capital (TSX-V: RGX). Prior to joining Atwater Financial he served as Vice-President of Corporate Finance with the Strategic Capital group of Desjardins Securities Inc. from 2004 to 2006, where he led a number of public and private financings and took companies public on the Canadian exchanges. From 2000 to 2003 he was Chief Financial Officer of G.P. Group Ltd., From 1999 to 2000, Mark was Vice-President of Corporate Finance with Benvest Capital Inc., which presently trades as Benvest New Look Income Fund (TSX: BCI.UN).
Mark has a MBA from the Harvard Business School and a BA Political Science, from Carleton University. He is also a Chartered Financial Analyst (CFA).
Louis Lapointe, COO
Mr. Lapointe is the owner of a private forestry equipment export company. He worked until recently as a corporate finance and business development consultant with biotech and software companies as well as prime brokerage groups and a Montreal based investment bank. Mr. Lapointe is a director of Orex Exploration (TSX-V:OX). For the past three years he has been working extensively with small cap private companies seeking expertise in financial investment and corporate structure. He holds a BA in Business Administration.
FINANCINGS
Flow-Through Financing:
The Company is pleased to announce the closing of the non-brokered private placement, previously announced in its December 29, 2009 press release, for gross aggregate proceeds of $997,473.00 through the sale of 13,299,639 flow-through units at $0.075 each to the MineralFields Group. Each Unit is comprised of one common share, to be issued as a “flow-through share”, and one non-flow-through common share purchase warrant, exercisable at a price of $0.25 per share no later than thirty-six months following the closing date.
In connection with the Private Placement, Limited Marked Dealer Inc. has received as a finder’s fee 531,985 “non-flow-through common shares”, options to purchase 1,329,963 FT Units at a price of $0.075 no later than twenty-four months following the closing date, and a cash fee equal to 10% of the subscription proceeds.
All the securities issued pursuant to the private placement are subject to a four month hold period from the date of issuance.
Non Flow-Through Financing:
As previously announced in its December 10 2009 Press Release, the Company is currently finalising a non brokered hard cash financing of a minimum of $250,000 and a maximum of $750,000 through the issuance of $0.05 units consisting of one common share of the Company and one full 3 years warrant with a $0.25 strike price. This financing is planned to close before the end of this month.
RELATED TRANSACTION WITH LITEWAVE CORP.
ACFAW agreed to honours St-Georges agreement with Litewave and also agrees to advance the exploration expenditure of Litewave for the first phase of drilling on the Villebon property that is now jointly owned by the two companies. These expenditures will have to be repaid with interest by Litewave within 12 months. ACFAW also agreed to a direct short-term loan of $30,000 to be repaid with interest within 6 months, to enable Litewave to organise an equity financing following its own annual and special shareholders meeting.
INVESTOR RELATIONS FIRMS
The Company would like to announce the appointment of Paradox Public Relations as one of its new Investor and Public Relations firms. Paradox is hired for 24 months to the term of $ 5,000 per month, and will be receiving 400,000 stock options at a price of $ 0.10. The principal of Paradox is Mr. Eric Leboeuf, President. This contract can be cancelled by either one of the parties with a 30 days written notice. The appointment of Paradox Public Relations is subject to the CNSX approval.
The company has also retained Frontline Communications as a consultant to provide strategic marketing, corporate communications and investor relations activities. Frontline will assist ACW in opening productive and continuing dialogues with private investors, analysts, brokers, money managers and other financial professionals and will generate awareness in the investment community as exploration work advances on its different properties. Under the terms of the agreement, ACW will pay Frontline $5,000 per month for a 24-month term and grant 400,000 options to Frontline. Each option enables its holder to acquire one common share of ACW at a price of 10 cents. The principal of Frontline is Mr. Leo Karabelas. This contract can be cancelled by either one of the parties with a 30 days written notice. The appointment of Frontline Communications is subject to the CNSX approval.
The technical information in this news release has been prepared and reviewed by Mr. Jean Sebastien Lavallée, P. Geo., Technical Advisor to ACFAW.COM, the Company’s Qualified Person under NI 43-101.
Certain statements contained in this press release constitute forward-looking information. Such statements are based on the current expectations of management of the company. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. These risks include, but are not limited to, those associated with our capacity to finance our activities, the price of commodities, results of exploration programs, validity of historical results, reliance on subcontractors and key personnel, and other risks and uncertainties detailed from time-to-time in our filings with the Canadian securities commissions The reader should not place undue reliance on the forward-looking information included in this press release given that (i) actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information could prove to be inaccurate. These statements speak only as of the date they are made, and the company assumes no obligation to revise such statements as a result of any event, circumstance or otherwise, except in accordance with law.
ON BEHALF OF THE BOARD OF DIRECTORS
« Frank Dumas. »
DIRECTOR, PRESIDENT AND CEO
Paradox Investor Relations at 1-866-460-0408, FAX at (514) 341-1527 or by email infoparadox@qc.aira.com
or Frontline Communications at (905) 553-7992, fax at (905) 553-7994 or by email at leo@frontlineir.com
The Canadian National Stock Exchange (CNSX) does not accept any responsibility for the adequacy
or accuracy of this press release.