Takara Resources Announces Signing of Definitive Agreement with Gold Bullion Development Corp.
Under the terms of the Agreement, Takara will acquire all of the issued and outstanding common shares of CSM from Gold Bullion in exchange for 10,000,000 units of Takara issued in equal stages of 2,500,000 units over a 4-year period (each unit consists of one common share in the capital of Takara and one common share purchase warrant exercisable at $0.10, expiring one year from the date of issuance of the units). In addition, Gold Bullion shall be entitled to have two nominees appointed to the board of directors of Takara.
Pursuant to existing agreements currently in place: (1) Gold Bullion will retain the right to earn a 1% net smelter royalty on all CSM properties; (2) 2% of all direct costs incurred on exploration on the CSM property is payable to the Matachewan First Nation; and (3) the CSM property is subject to a sliding scale royalty on silver production payable to a previous vendor, which will start at 3% when the price of silver is US$15 or lower per troy ounce and up to 5% when the price of silver is greater than US$30 per troy ounce and a 5% gross overriding royalty on the sale of products derived from the property with a minimum annual payment of $15,000 in the form of royalties on all future production from the property.
Pursuant to the terms of the Agreement, Takara intends to complete a non-brokered private placement of up to 6,000,000 units (each, a "PP Unit") at a price of $0.05 per PP Unit for aggregate gross proceeds of up to $300,000. Each PP Unit is proposed to consist of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable to acquire a Common Share at a price of $0.10 per Common Share for a period of two years from the date of issuance. The proceeds from the private placement are expected to be used for ongoing operations and working capital purposes.
Further, pursuant to the terms of the Agreement, Takara will settle approximately $40,000 of management fees owed to current officers of Takara through the issuance of Common Shares at a price of $0.05 per Common Share, subject to TSX Venture Exchange approval.
Completion of the Transaction is subject to all requisite regulatory approvals, including the TSX Venture Exchange approval.
FOR FURTHER INFORMATION PLEASE CONTACT:
Chris Hopkins, President & CEO
Takara Resources Inc.
(416) 786-9793
chopkins@takararesources.com
Statement Regarding Forward Looking Information
Certain information contained in this news release, including any information relating to the proposed transaction and Takara's future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Takara's expectations regarding the transaction, and the future growth, results of exploration, business prospects and opportunities of Takara. These forward-looking statements are subject to a variety of risks and uncertainties that are identified and disclosed. Although Takara believes that the forward-looking information contained in this news release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Takara expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of 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.
NOT FOR DISSEMINATION IN THE UNITED STATES