Takara Resources Inc.
TSX VENTURE : TKK

Takara Resources Inc.

November 13, 2009 12:54 ET

Takara Acquires 437,000 Ounce Advanced Stage Gold Project in Guyana, South America

TORONTO, ONTARIO--(Marketwire - Nov. 13, 2009) – Takara Resources Inc. (TSX VENTURE:TKK) ("Takara") announces that it has entered into an agreement with Victoria Gold Corp. (TSX VENTURE:VIT) ("Victoria") to acquire a subsidiary of Victoria that holds title to two advanced stage gold projects within the Guyana Shield, Guyana, namely: (i) the Tassawini Gold Project; and (ii) the BRL Venture (the "Guyana Gold Projects"). The Tassawini Gold Project hosts a National Instrument ("NI") 43-101 compliant mineral resource of 437,000 ounces gold (indicated) and 62,000 ounces gold (inferred) in the Tassawini and Sonne Deposits. The BRL Venture is a joint venture with Newmont Overseas Exploration Limited, a subsidiary of Newmont Mining Corporation (NYSE:NEM) ("Newmont"). 

"We are pleased about the acquisition of this advanced stage gold project, given that it has significant exploration upside in addition to potential near-term future gold production", said Jennifer Boyle, President and CEO. "More importantly, it represents our third advanced-stage gold transaction for 2009, which will lay the foundation for an aggressive 2010 program."

Tassawini Gold Project – 100%

Since 2004, a total of CDN$26.3 million in exploration expenditures have been incurred on the Tassawini Gold Project, an advanced stage gold exploration project that produced over 11,000 ounces between 1907 and 1914. Tassawini is comprised of 9,650 hectares of mineral and mining rights, includes a 120-person modern camp and is accessible by air and barge throughout the year. The Tassawini Gold Project has a 43-101 compliant mineral resource at the Tassawini and Sonne deposits containing an Indicated Resource of 10,766,000 tonnes @ 1.3 grams gold per tonne ("g/t") Au/t for 437,000 ounces gold and an Inferred Resource of 1,926,999 tonnes @ 1.0 g Au/t for 62,000 ounces gold (using a 0.5 g/t gold cut-off). See 43-101 technical report dated July 10, 2008 by SRK Consulting Canada (Inc.) on www.sedar.com through Stratagold Corporation). Tassawini, Sonne and seven untested surface geochemical anomalies are open for expansion and will be subject to follow up.

BRL Venture – 31.96%

The BRL Venture is a joint venture between Newmont and StrataGold Guyana Inc ("SGI"), an indirectly held subsidiary of Victoria Gold) with the BRL Venture is comprised of a large strategic land position in Northwest Guyana within the Arakaka Gold District. As of June 2009, SGI held a 31.96% interest and Newmont held the remaining 68.04% interest in the BRL Venture. The district has been popular with local placer miners for the past 100 years, but until recently, had not been explored systematically using modern techniques. SGI and Newmont were the first to implement a modern exploration program. These regional exploration efforts originally covered an area of over 4,000 square kilometres resulting in two key projects areas: (1) Monosse and (2) Projects "A" and "B" (see Victoria News Release dated July 20, 2009), which host over 25 individual gold exploration targets. The current exploration program has included regional and detailed stream sediment and soil geochemistry surveys, induced polarization ground geophysical surveys, and detailed structural mapping. Trenching and drilling is now underway on projects A and B. Sale of the BRL assets is subject to the terms of the BRL Venture Agreement which include meeting certain conditions of the preemptive right which may exist with respect to the BRL Property. 

Terms of the Acquisition

Takara has entered into an arms-length agreement with Victoria and its wholly owned subsidiary companies, pursuant to which Takara has agreed to purchase all of the issued and outstanding shares of StrataGold (Barbados) Corporation, a wholly owned subsidiary of Victoria that holds, indirectly through SGI, title to the Guyana Gold Projects (the "Acquisition"). In consideration for the Acquisition, Takara shall issue 21,000,000 common shares on a post consolidated basis, resulting in Victoria indirectly holding 56% of the issued and outstanding shares of Takara at the closing of the Acquisition. Victoria, through its subsidiary companies, holds a 100% interest in Tassawini and a 31.96% (as of July 1, 2009) interest in BRL Venture.

It is contemplated that Takara will seek shareholder approval to consolidate its common shares on a 3:1 basis just prior to the closing of the Acquisition. Although the proposed consolidation is not a condition of the Acquisition, Takara shall issue to Victoria a number of shares equal to 56% of the outstanding common shares at closing of the Acquisition. Takara currently has 37,238,030 shares outstanding on a fully diluted basis, and pending the issuance of an additional 11,666,667 upon closing of the ($350,000) private placement announced on September 30, 2009, it is anticipated that Takara will have 48,904,697 shares outstanding just prior to the closing of the Acquisition. Upon completion of the private placement (if fully subscribed) and the proposed subsequent share consolidation, Takara would have 16,301,566 shares outstanding, plus 21,000,000 issuable to Victoria, resulting in 37,301,566 after closing of the Acquisition. Financing for the Guyana assets will be considered in the near future. 

Completion of the Acquisition is subject to the usual conditions customary for transactions of this nature, including receipt of regulatory and shareholder approval. The Acquisition may constitute a reverse take over transaction pursuant to the policies of the TSX Venture Exchange, and in such case, a more comprehensive news release will follow. 

Victoria shall be entitled to a pre-emptive right enabling it to participate in future equity financings in Takara, in order to maintain a minimum nineteen (19) percent shareholding (until September 30, 2011). Further, Victoria shall be entitled to nominate not more than one-fifth of the board members of Takara during the time that it holds in excess of 5% of the issued and outstanding shares, or one-third during the time that it holds in excess of 20% of the shares. Victoria shall also be entitled to receive bonus shares ("Bonus Shares") based on exploration success. Takara shall: (i) issue 2,000,000 common shares or $200,000 cash upon the discovery by Takara of 100,000 ounces of gold (attributed to its pro-rata entitlement), applicable only on mineral claims held by SGI as at the date hereof; and (ii) issue 2,000,000 common shares or $200,000 cash upon production of 50,000 ounces of gold on mineral claims held by SGI as constituted on closing. The cash portion of the discovery bonus' may be paid in common shares at the election of Victoria.

Management

Pamela Strand, P. Geol., will assume the role of President of Takara, and will be primarily in charge of leading the Guyana operations. Jennifer Boyle, LL.B., will retain the position of Chief Executive Officer and she has been appointed Chairman of the Board of Directors. Terry Tucker, P.Geo., past President, CEO and Director of StrataGold Corporation, will become an advisor and consultant to the Company. Mr. Tucker was instrumental in acquiring and advancing the Guyana Gold Projects for a period of 6 years, prior to the acquisition of all of the issued and outstanding securities of StrataGold Corporation by Victoria on June 4, 2009. Mr. Tucker will lead Takara's efforts in transitioning activities to Guyana in order that a newly augmented team at Takara can continue operations seamlessly. Julie Lassonde will also remain a member of the board of directors.

About Guyana

Guyana is a favourable jurisdiction for mineral exploration and development. It is an English speaking former British Colony with stable politics and a population of approximately 800,000. The Guyana Gold Projects acquired by Takara are all located within the northern Archaean - Proterozoic Guiana Shield, which is characterized by highly prospective granite-greenstone-formations similar to those in Canada, Southern and Western Africa and Australia. The Guiana Shield hosts the Omai deposit in Guyana, Rosebel in Suriname and Las Cristinas in Venezuela.

Qualified Person and Statements

The Tassawini resource estimate has not been audited by Takara Resources although the report has been authored by SRK Consulting Canada (Inc.), an independent consulting firm. The estimate completed and reported here is based only on resources and does not include reserves. As per National Instrument 43-101, mineral resources which are not mineral reserves do not have demonstrated economic viability.

Terry Tucker, P. Geo. and Pamela Strand, M.Sc., P. Geol., are "Qualified Persons" as defined in National Instrument 43-101 and have reviewed the technical information presented in this news release.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Takara Resources Inc. should be considered highly speculative.

All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by Takara, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Takara or its business operations. Takara disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events. Readers should not place undue reliance on forward-looking information.

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. Further, the TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Takara Resources Inc.
    Jennifer L. Boyle, B.A., LL.B.
    Chief Executive Officer
    (647) 430-0966 (work)
    or
    Takara Resources Inc.
    Pamela Strand, P. Geol.
    President
    (780) 435-0045 (work)
    or
    Takara Resources Inc.
    Julie Lassonde
    Director
    (647) 430-0966 (work)