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Banyan Coast Capital Corp. Announces Ni 43-101 and Non-Brokered Private Placement

15.11.2012  |  vom Unternehmen
Vancouver, British Columbia CANADA, November 15, 2012 - Banyan Coast Capital Corp. (BYN.P - TSX Venture), ("Banyan"), a capital pool company, is pleased to announce the completion of a NI 43-101 compliant resource estimate (the "Technical Report") for the "Main Zone" gold deposit at the Hyland Gold Project ("Hyland"), 70 km NE of Watson Lake, Yukon and a non-brokered private placement pursuant to the acquisition of Hyland as Banyan's Qualifying Transaction.

The Main Zone gold inferred resource*, at a 0.6 g/t gold equivalent* ("AuEq") cutoff hosts a NI 43-101 compliant resource of 12,503,994 tonnes containing 361,692 ounces gold at 0.9 g/t and 2,248,948 ounces silver at 5.59 g/t. Based on the success of previous exploration and numerous untested drill ready targets Banyan management foresees potential for a significant drill campaign and regional exploration effort for the 2013 season.


Resource highlights include:

NI 43-101 Main Zone Inferred Resource Estimates at 0.6 g/t AuEq* cutoff:
- 361,692 oz gold (12,503,994 tonnes of 0.90 g/t)
- 2,248,948 oz silver (12,503,994 tonnes of 5.59 g/t)

Combined gold & silver, AuEq
- 396,468 oz gold equivalent (12,503,798 tonnes at 0.99 g/t)


--------------------------------------------------------------------
AuEq* Tonnes Grade Ozs Ag Ag AuEq* AuEq*
Cut-off g/t Ozs g/t Ozs
--------------------------------------------------------------------
0.4 g/t 16,820,094 0.79 425,424 4.84 2,619,911 0.86 465,946
--------------------------------------------------------------------
0.5 g/t 14,734,230 0.84 397,785 5.18 2,453,560 0.92 435,738
--------------------------------------------------------------------
0.6 g/t 12,503,994 0.90 361,692 5.59 2,248,948 0.99 396,468
--------------------------------------------------------------------
0.7 g/t 9,678,679 0.99 307,098 6.39 1,988,733 1.09 337,824
--------------------------------------------------------------------
0.8 g/t 7,038,666 1.10 248,349 7.31 1,654,686 1.21 273,942
--------------------------------------------------------------------

* "Gold equivalent" or "AuEq" is based on silver metal content valued at 0.016 gold value using a $1016 US Au price and a $15.82US Ag price, which approximates the average prices for these metals over the last three years.


The Technical Report with respect to Hyland entitled "Technical Report on the Hyland Gold Property in the Yukon Territory" was written by Allan Armitage, Ph.D., P.Geol., GeoVector Management Inc., and Paul D. Gray, B.Sc., P.Geo., Paul D. Gray Geological Consultants and dated November 2, 2012. Mr. Armitage and Mr. Gray are each a "qualified person" as defined in NI 43-101. Mr. Armitage is "independent" of Banyan and was responsible for the preparation of the Technical Report.

The Inferred Mineral Resource was estimated using practices consistent with CIM (2005) and applied to the generation of the resource estimate. A database of 92 diamond and Reverse circulation drill holes (13,615 meters) with 8,704 assay values collected through 2011 were used for the estimate. This included 72 historic drill holes (9,662 metres, 2,713 assays) completed from 1988 to 2005, and 20 drill holes (3,953 metres, 5,591 assays) completed in 2010 and 2011. The drill hole database included collar locations, down hole survey data, assay data, lithology data and specific gravity ("SG") data. Topographic data from government topographic maps was provided from which a 3D topography surface file was created. Inverse distance squared interpolation restricted to a single mineralized domain was used to estimate gold and silver grades into the block model. Excerpts from the Technical Report will be included in the filing statement to be filed by Banyan in connection with its Qualifying Transaction.

Banyan is acquiring Hyland as a Qualifying Transaction pursuant to a Definitive Agreement with Argus Metals (see News Release October 4, 2012). As at October 31, 2011, Argus had incurred $3,190,356 in expenditures on Hyland related to helicopter support, field supplies, contracting services and shipping, geological mapping, geochemistry, geophysical surveys; drilling, travel and accommodations, project mobilization and related costs/support.

With the Definitive Agreement in place and the completion of the Technical Report Banyan proposes to raise $600,000 in connection with the acquisition of Hyland as Banyan's Qualifying Transaction and transition from a capital pool company to a fully listed company on the TSX Venture Exchange. Banyan intends to complete a non-brokered private placement (the "Offering") of up to 6,000,000 units of the Company (the "Units") at a price of $0.10 per Unit for gross proceeds of up to $600,000. Each Unit will consist of one common share and one-half one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company for a period of twelve months from the closing date at a price of $0.15 per common share. Closing of the Offering is conditional on closing of the Qualifying Transaction.

"The Hyland acquisition is highly accretive for Banyan shareholders and we see significant potential to expand upon the current NI 43-101 resource. Importantly, Argus shareholders will collectively be a significant new shareholder base to Banyan and the Argus Board and Management have done a superior job ensuring these shareholders will continue to participate meaningfully in the development of Hyland. We look forward to earning their support and demonstrating Banyan's capability to build value.", said Richmond Graham, President, CEO and Director of Banyan.

The Company may pay finder's fees of up to 7.0% of subscription amounts placed, payable in cash or Units, plus issue finder's warrants in an amount up to 7.0% of Units sold, with each such finder's warrant exercisable into one common share of the Company at a price of $0.15 for twelve months from closing.

Terms of the Definitive Agreement include issuance of 4,000,000 common shares in BYN to be distributed to Argus shareholders of record on acceptance by the TSX Venture Exchange, $15,000 cash payment to be made within seven days of signing the LOI and an additional $20,000 payment on final closing of the agreement. On the basis of the proposed acquisition of Hyland and associated Offering, Argus shareholders will collectively hold 4,000,000 shares or approximately 30% of the resultant issued shares of Banyan.

Closing of the Qualifying Transaction and the Offering is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. Securities issued under the Offering will be subject to a four month hold period which will expire four months from the date of closing.

Banyan is moving rapidly to complete the acquisition of Hyland as its Qualifying Transaction under Policy 2.4 of the Exchange. The Acquisition is an arm's length transaction and shareholder approval will not be required.


The Hyland Gold Project

The Hyland Gold Project is a large-scale, sediment hosted gold system in Yukon's Selwyn Basin situated in the Watson Lake Mining District of Southeastern Yukon, Canada. It is located approximately 70 kilometres northeast of the town of Watson Lake, and is readily accessible by winter roads, fixed-wing or helicopter means The Hyland Gold Project consists of 927 claims (approximately 18,620 hectares) and lies within the mineraliferous Selwyn Basin within the Tintina Gold Belt that extends across central Alaska and Yukon. Subject to a final payment of 300,000 shares in common stock and $100,000, Banyan has earned a 100% interest in all properties subject to various NSR agreements with an aggregate royalty of 2.5% subject to a maximum buy back of 1.5%. The terms of the Acquisition are detailed further in the news release of the Company dated September 10, 2012.

A filing statement in respect of the acquisition of Hyland will be prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at www.sedar.com. A press release will be issued once the filing statement has been filed as required pursuant to Exchange policies.


Timing

The Company proposes to complete the Qualifying Transaction and the Offering (described in the news release of the Company dated September 10, 2012) by no later than January 24th, 2013.

Paul D. Gray, P.Geo. is Banyan's Qualified Person with respect to the Hyland and has reviewed and approved this press release.


ON BEHALF OF THE BOARD OF BANYAN

(signed) "Richmond Graham"
Richmond Graham, President and Chief Executive Officer



For more information, please contact:

Banyan Coast Capital Corp.
Richmond Graham
Tel: (403) 450-8450
Email: rgraham@banyancoast.com



Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Qualifying 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 Qualifying 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 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 the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.


Disclaimer for Forward-Looking Information

Statements in this news release regarding Banyan which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such information can generally be identified by the use of forwarding-looking wording such as "may", "will", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, such as the risk that the closing of the Qualifying Transaction may not occur for any reason. Actual results could differ materially from those currently anticipated in such statements due to factors including, but not limited to, the TSX Venture Exchange failing to grant final acceptance for the Qualifying Transaction for unforeseen reasons.

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