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Gainey Completes Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 30, 2013) - Gainey Capital Corp. (TSX VENTURE:GNC.P) ("Gainey" or the "Company") is pleased to announce that it has completed the acquisition from Golden Anvil, S.A. de C.V. ("Golden Anvil") of certain assets (the "Assets") comprising of certain mineral concessions, a concentration plant located in Huajicori, Nayarit, and other associated assets and equipment (the "Acquisition") which served as Gainey's qualifying transaction ("QT") pursuant to the policies of the TSX Venture Exchange.

In completing the Acquisition, the Company has paid aggregate consideration as follows:

issued 12,000,000 common shares in the capital of the Company to Golden Anvil nominees ("Consideration Shares"); and issued a special warrant of the Company (the "Special Warrant") to Golden Anvil. The Special Warrant is convertible, for no additional consideration, from time to time, into that number of common shares of the Company equal to the number of ounces of gold or gold equivalent, categorized as "measured and indicated mineral resources" (as such terms are defined by the Canadian Institute of Mining, Metallurgy and Petroleum), upon receipt by the Company and/or Golden Anvil of a technical report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101")by an independent qualified person (as defined in NI 43-101) in relation to the El Colomo Concessions on or before September 27, 2019, subject to an aggregate maximum of 3,000,000 common shares.

The Consideration Shares and Special Warrant issued are subject to surplus escrow agreements. The Consideration Shares will be released as follows:

    5% of the Consideration Shares will be released from escrow on the date of the Final Exchange Bulletin;

    5% of the Consideration Shares will be released from escrow on the date which is 6 months following the Final Exchange Bulletin;

    10% of the Consideration Shares will be released from escrow on the date which is 12 months following the Final Exchange Bulletin;

    10% of the Consideration Shares will be released from escrow on the date which is 18 months following the Final Exchange Bulletin;

    15% of the Consideration Shares will be released from escrow on the date which is 24 months following the Final Exchange Bulletin;

    15% of the Consideration Shares will be released from escrow on the date which is 30 months following the Final Exchange Bulletin; and

    40% of the Consideration Shares will be released from escrow on the date which is 36 months following the Final Exchange Bulletin.

Any shares issued on the conversion of the Special Warrant are subject to the same release schedule.

In addition, the Consideration Shares and the 2,000,000 common shares held by Skaha One Holdings Ltd. (collectively, the "Voluntary Pooled Securities") of which David Coburn, President and CEO of the Company is the principal, will be subject to a Voluntary Pooling Agreement. The Voluntary Pooling Agreement provides that none of the Voluntary Pooled Securities may be traded for a period of one year from the date of the Final Exchange Bulletin expected to be October 2, 2013.

All the securities issued have been issued pursuant to exemptions to the prospectus requirements under applicable Canadian securities laws and are subject to a four month hold period.

In connection with the transaction, at closing, the Company agreed to pay approximately $225,000 in taxes, duties and costs on Golden Anvil's behalf (the "Loan"). The Loan is secured by 800,000 Consideration Shares and personally guaranteed by Marco Antonio Rincon-Valdes and Francisco Rolando Rincon-Romo. Golden Anvil agreed to repay fifty percent of the Loan on or before September 27, 2014 and the remaining fifty percent on or before March 27, 2015. If payment is not made, the Company may take action pursuant to the personal guarantees and if necessary, the Company may realize on the pledged shares.

The Company issued 665,000 common shares to Avonlea Ventures Inc., an arm's length party, as a finder's fee with respect to the QT. Based on the finder's fee agreement with Avonlea Ventures Inc., these shares are subject to resale restrictions such that 10% of the shares are free of voluntary resale restrictions on the date of the Final Exchange Bulletin and an additional 15% of the shares are free of voluntary resale restrictions each six month period thereafter.

In conjunction with the QT completion, two transfers within escrow of a total of 2,000,000 common shares of non-Principals of Gainey, which are held in escrow under the CPC Escrow Agreement, were completed. The 2,000,000 common shares transferred will continue to be held in escrow pursuant to the CPC Escrow Agreement.

On September 3, 2013, the Company received cash proceeds of $34,800 from Wolverton Securities Ltd., its Sponsor, from the exercise of warrants. The exercise price of these warrants was $0.10 per common share.

At the closing of the transaction, the board of directors of the Company consists of David Coburn, Edward Farrauto, Barry Lee and Marco Antonio Rincon-Valdes. David Coburn will remain as Chief Executive Officer and Kristian Dagsaan will remain as Chief Financial Officer and corporate secretary of the Company. Marco Antonio Rincon-Valdes was appointed as a director in connection with the QT.

Upon the resumption of trading of the common shares of Gainey and subject to regulatory approval, the Company has agreed to issue to Marco Antonio Rincon-Valdes 658,000 stock options exercisable at a price of $0.50 per common share for a period of five years.

Additional information on the Company's QT is found in its Filing Statement dated August 1, 2013 as filed on SEDAR.

The common shares of Gainey are expected to commence trading on Tier 2 of the Exchange with the symbol GNC on October 3, 2013.

During the closing process, the Company was made aware of a dissenting position of a certain Golden Anvil minority shareholder, who has protested his respective Gainey common share allocation from the Acquisition. As at the date of this news release, the Company is not aware of any formal claim or threat of a formal claim being brought by this shareholder.

ON BEHALF OF THE BOARD

David Coburn, Chief Executive Officer

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.

David Coburn
Chief Executive Officer of Gainey Capital Corp
(604) 687-3992

Read more at http://www.stockhouse.com/news/press-releases/2013/09/30/gainey-completes-qualifying-transaction#7ffb3P5LUdboKhy8.99

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GAINEY PROVIDES OPERATIONS & CORPORATE UPDATES

Gainey Capital Corp. (TSXV: GNC) (“Gainey” or the “Company”) is pleased to provide the following operations and corporate updates:

Operations Update
Following the completion of the Company’s Qualifying Transaction (QT) as announced in its news release dated October 2, 2013, the Company is preparing to begin work on its El Colomo property in the highly prolific gold- and silver-rich Sierra Madre Occidental Trend in western Mexico.  Comprised of 18,766 contiguous hectares, El Colomo is surrounded by major and mid-major TSX and NYSE precious metals producers First Majestic Silver, Primero Corp, Chesapeake Gold, Goldcorp, Endeavor Silver and Great Panther Silver.

Of the nearly 19,000 hectares of El Colomo mineral concessions, less than 3% has been explored using current advanced mining techniques.  The Company's NI 43-101 technical report entitled “Review of Technical Information and Proposed Exploration Program for the El Colomo Property” (the “Report”), as filed on SEDAR (www.sedar.com) August 2, 2013, outlines some of the historical technical work performed by Asarco and other qualified exploration companies over recent years, including those engaged pre-QT by Gainey.  The Report indicates that there are a minimum of 18 mineral occurrences requiring exploration within the El Colomo boundary. Given the under-explored nature of the Property, the Company intends to actively pursue its development, and is currently formulating a comprehensive exploration plan that it expects to commence in early 2014.

In addition to the mineral concessions, Gainey’s QT included the purchase of a nearby 300 tons/day mill and gold/silver processing facility, which was operational until as recently as 2012.  Gainey is currently completing an audit and inventory on the facility’s equipment, and will follow that by recommissioning the facility back to production capability, with a view to re-starting the processing circuit in early 2014.  The Company is currently arranging toll processing contracts for neighbouring producers with available ore.

The Company will begin adding in-country management to its operations team in Mexico as early as this month, as it begins ramping up both its exploration and mill/processing operations.

Corporate Update
In addition to adding to the Company’s operations team, the board of directors is pleased to announce the formation of its Technical Advisory Committee.  Intended to consult with the Gainey board and management on the strategic development of the Company’s exploration projects and its global profile, the Committee will be comprised of leading experts in the technical and commercial fields.  The Company expects to make an announcement regarding its first appointment to the Committee in the coming weeks.

About Gainey Capital Corp.
Gainey Capital is a gold and silver exploration and development company exploring an aggregate of 18,766 hectares strategically located in the gold/silver-rich Sierra Madre Occidental Trend in western Mexico.  Additional information on Gainey Capital, its current operation and its vision is available from This email address is being protected from spambots. You need JavaScript enabled to view it. .

ON BEHALF OF THE BOARD OF DIRECTORS

“David Coburn” (signed)
David Coburn, Chief Executive Officer

For information, please contact the Company:
Phone:  602-315-1581     E-mail:  This email address is being protected from spambots. You need JavaScript enabled to view it.

FORWARD LOOKING STATEMENTS: This press release may contain forward-looking statements.  Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements.  Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made.  The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
    
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.

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GAINEY ADDS LAWRENCE SEGERSTROM TO BOARD OF DIRECTORS AT AGM, LAUNCHES NEW CORPORATE WEBSITE

Gainey Capital Corp. (TSXV: GNC) (“Gainey” or the “Company”) is pleased to announce the addition of Lawrence Segerstrom, MSc (Geol), MBA, P.Geo to its Board of Directors at its Annual General Meeting of shareholders held yesterday.  

Election to the Board
Lawrence “Larry” Segerstrom is a professional geologist with more than 30 years of experience in exploration and operations and 20 years in resource company senior management.  Past management positions include Chief Operating Officer of Paramount Gold and Silver Corp. and Manager of Geology of the Grasberg Mining District for Freeport-McMoRan. He has been involved in several discoveries, including leading the teams that discovered and developed new resources of more than 750,000 ounces of gold and 60 million ounces of silver with Paramount, and new ore reserves totaling 3.4 billion pounds of copper and 3.6 million ounces of gold with Freeport.  He is currently President of Metallum Exploration, developing gold properties in the British Isles.  Mr. Segerstrom holds an MSc in Geology, an MBA, and is a qualified person under Canadian NI 43-101 standards.

On Mr. Segerstrom’s election to the Board, David Coburn, Gainey CEO commented “I am extremely pleased with adding Larry Segerstrom to our Board. Having been born in Mexico and from years of doing business there, Larry speaks Spanish fluently and understands the Mexican culture.  He started Layne Christensen Company’s drilling operation in Mexico with just 3 rigs and expanded it to more than 35 rigs in a very short period of time.  Larry is a ‘hands on’ professional who brings a wealth of real-world precious metals mining experience to the Company, and we look forward to capitalizing on his depth of technical knowledge.  Larry will be a huge asset to us in Mexico “.

The Company also reports that Edward Farrauto has resigned from the Board of Directors.  Management thanks Mr. Farrauto for his dedication and assistance in seeing the Company through its Qualifying Transaction to its current state.

Annual General Meeting
The Company is pleased to report that at its Annual General Meeting of Shareholders (“AGM”) held yesterday, all resolutions presented passed by way of overwhelming majority vote.  At the AGM, the shareholders:

  • re-elected three incumbent directors to the Board, including David Coburn, D. Barry Lee and Marco Antonio Rincon-Valdes
  • elected Lawrence Segerstrom as a new director (see above);
  • re-appointed Davidson & Company LLP Chartered Accountants as auditor of the Company for the ensuing year;
  • ratified and approved the Company’s 10 per cent rolling stock option plan; and
  • approved an Advance Notice Policy respecting the election of directors to the Board of the Company.  

Additional information regarding the AGM can be found in the Information Circular sent to the Company’s shareholders, available at www.sedar.com.

Website Launch
Gainey Capital is pleased to announce the launch of its new corporate website at www.gaineycapital.com .  Shareholders and prospective investors are welcome to browse the website for additional information on the Company and its Mexican projects.
 
About Gainey Capital Corp.
Gainey Capital is a gold and silver exploration and development company exploring an aggregate of 18,766 hectares strategically located in the gold/silver-rich Sierra Madre Occidental Trend in western Mexico.  Additional information on Gainey Capital, its current operations and its vision is available on the Company’s website at www.gaineycapital.com or from This email address is being protected from spambots. You need JavaScript enabled to view it. .

ON BEHALF OF THE BOARD OF DIRECTORS

    “David Coburn”
David Coburn, Chief Executive Officer

For information, please contact the Company:
Phone: 604-484-5144     E-mail:  This email address is being protected from spambots. You need JavaScript enabled to view it.

FORWARD LOOKING STATEMENTS: This press release may contain forward-looking statements.  Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements.  Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made.  The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
    
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.

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GAINEY SIGNS AGREEMENT TO TOLL PROCESS ORE AT HUAJICORI

Gainey Capital Corp. (TSXV: GNC) (“Gainey” or the “Company”) is pleased to announce that it has signed a letter of intent with Mining Minerals of Mexico, Corp. (OTCBB: WIIM) (“Mining Mexico”) whereby the Company’s 100%-owned Mexican subsidiary Gainey Mexico, S.A. de C.V. (“GaineyMex”) will enter into a toll processing agreement (“Toll Agreement”) to toll process mineral ore and produce gold and silver concentrate for Mining Mexico at the recommissioned GaineyMex Processing Center located outside Huajicori, in the state of Nayarit, Mexico.

Details of the Toll Agreement are presently being finalized by Gainey CEO David Coburn and George Cantua, the Company’s Mexican Operations Manager, recently appointed to Gainey’s team after leaving his Production Supervisor position at Barrick Gold’s Dominican Republic production facility.  The Toll Agreement will be for an initial term of two years, and will be on a strictly flat rate per tonne of ore basis, with the resultant concentrate being delivered to Mining Mexico FOB at the Huajicori facility.

The Company has begun stockpiling Mining Mexico’s initial shipment of 18,000 tonnes of ore at the Processing Center and will be receiving a deposit towards processing the first ore through the facility, which it expects will begin producing concentrate in Q1 2014.   Shipments of ore originate from Mining Mexico’s Gallo d’Oro property, 22 kilometers from the Processing Center, where Mining Mexico has approximately 2,450 hectares of mineral rights under option at the base of the Sierra Madre Mountains.  

David Coburn, Gainey CEO stated “This Toll Agreement represents an important step in Gainey's strategy to utilize our existing processing plant and equipment to generate cash flow, which will help us fund a broader exploration research program and finalize preparations for processing our own ore.”

The GaineyMex facility has a current through-put capacity of 300 tonnes per day.  In addition to Mining Mexico, several other mineral producers in the area have indicated their willingness to engage GaineyMex to process ore for them, with whom the Company is negotiating additional toll contracts.  The Company is currently considering ramping up its facility to 500 tonnes per day to better meet the area’s needs.

Corporate Update
The Company reports that Kristian Dagsaan has resigned as Chief Financial Officer.  Barry Lee, currently a director of the Company, has been appointed to the CFO position.  

About Gainey Capital Corp.
Gainey Capital is a gold and silver exploration and development company exploring an aggregate of 18,766 hectares strategically located in the gold/silver-rich Sierra Madre Occidental Trend in western Mexico.  Additional information on Gainey Capital, its current operations and its vision is available on the Company’s website at www.gaineycapital.com or from This email address is being protected from spambots. You need JavaScript enabled to view it. .

ON BEHALF OF THE BOARD OF DIRECTORS

    “David Coburn”
David Coburn, Chief Executive Officer

For information, please contact the Company:
Phone: 604-484-5144     E-mail:  This email address is being protected from spambots. You need JavaScript enabled to view it.

FORWARD LOOKING STATEMENTS: This press release may contain forward-looking statements.  Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements.  Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date such statements were made.  The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
    
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.