Encore Renaissance Resources Corp.

Encore Renaissance Resources Corp.

September 01, 2009 19:22 ET

Encore Renaissance Resources Corp. Enters Letter Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 1, 2009) - ENCORE RENAISSANCE RESOURCES CORP. (TSX VENTURE:EZ) (FRANKFURT:OUH1) (PINK SHEETS:ERRCF) Encore Renaissance Resources Corp. ("the Company") announces it has entered into a letter agreement dated September 1, 2009, with a private British Columbia numbered company. Under the terms of the letter agreement, the company has agreed to enter into a definitive agreement to purchase all of the issued and outstanding common shares in the capital of the British Columbia numbered company from the shareholders of British Columbia numbered company in consideration for the company issuing twelve million common shares to the shareholders and promissory notes to the shareholders in the amount of $250,000. The promissory notes bear no interest, are due on demand, and carry a term of 18 months. The proposed acquisition will be negotiated and carried out by the parties dealing at arm's length to one another.

Conditions of closing

The parties have agreed to enter into a definitive agreement on or before September 30, 2009, and have agreed to close the proposed transaction within ten business days following receipt of Exchange approval, or such other date as the parties may agree to in writing. Completion of the proposed acquisition will be subject to certain conditions including:

1. Completion of each party's satisfactory due diligence review of the other, including the financial condition, business and properties of each;

2. Receipt of all necessary regulatory approvals, including those of the TSX Venture Exchange;

3. Completion of applicable financial statements of British Columbia numbered company as required by applicable securities laws;

4. The closing of the definitive agreement.

5. Business of the British Columbia numbered company

The British Columbia numbered company is a private company and is engaged in the business of mineral exploration in Alberta and the Yukon. The British Columbia numbered company is the sole legal and beneficial owner of mineral claims prospective for lithium covering an area of approximately 160,000 acres, located in Alberta and 100 load quartz mineral claims covering an area of approximately 5,200 acres, located in the Yukon. At this time the Alberta Claims are still pending, the Yukon Claims are active.


Subject to exchange approval, the company intends to issue the maximum number of common shares as a finder's fee (in accordance with the policies of the exchange) to the finder upon the closing of the definitive agreement in consideration for services provided by the finder with respect to the transaction. The finder is not a non-arm's-length party and such common shares will be issued pursuant to an exemption under applicable securities laws and will subject to a hold period as required by applicable securities laws.

On behalf of the Board of Directors

Michael Mulberry, President and Director

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the content of this press release.

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