Takara Resources Inc.
TSX VENTURE : TKK

Takara Resources Inc.

April 27, 2010 11:21 ET

Takara Announces Completion of the Acquisition of Guyana Gold Assets, Closing of First Tranche Private Placement and Appointments to the Board of Directors

TORONTO, ONTARIO--(Marketwire - April 27, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Takara Resources Inc. (TSX VENTURE:TKK) ("Takara") is pleased to announce that the Company has completed the purchase of the Guyana Gold Assets (see news releases dated March 5, 8 and 17, 2010), and a first tranche private placement financing of $1,855,119. In addition, Takara announces that John McConnell and Marty Rendall have joined Takara's board of directors.

Acquisition of Guyana Gold Projects

Takara has completed the acquisition of Victoria Gold Corp.'s ("Victoria") wholly owned Guyana subsidiary company, by issuing to Victoria Gold 21,858,355 common shares as total consideration. The shares issued to Victoria pursuant to the Closing are subject to a four month hold period, and 19,627,520 are held in a 3 year timed release escrow, releasable as to 15% every 6 months. Victoria is further restricted from trading on any one day more than 25% of Takara's daily trading volume based on a 30-day average. Including the 350,000 shares already held, Victoria now holds an aggregate 22,208,355 shares (42.5%) following closing of the purchase of the assets in Guyana and the private placement. Victoria shall also be entitled to an additional 4,000,000 shares of Takara in the event that Takara reaches certain milestones in respect to the advancement of the Guyana Gold Assets.

The Guyana Gold Assets comprise two advanced stage gold projects within the Guyana Shield, Guyana, namely: (i) the Tassawini Gold Project; and (ii) the BRL Venture (the "Guyana Gold Assets"). 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 ("Newmont").

Closing of First Tranche of Private Placement Offering

Takara has closed an aggregate $1,885,119 by the issuance of 13,259,850 Units to subscribers at a price of $0.14 per Unit. Each Unit is comprised of one common (post consolidation) share of Takara and one full non-transferable share purchase warrant ("Warrant") that entitles the holder to acquire an additional Common Share at a price of $0.20 at any time within 12 months of the date of issuance (see news release dated April 8, 2010).

The securities issued pursuant to the Private Placement Offering are subject to a four month hold period from the date of issuance, including any other re-sale restrictions imposed by applicable securities regulatory authorities. Proceeds will be used for general working capital purposes and to undertake the work program on Takara's Guyana Gold Assets (see Filing Statement dated March 12, 2010 on www.sedar.com).

Subject to approval by the TSX Venture Exchange and applicable securities legislation, Takara will pay third parties (a "Finder") a 7% cash finder's fee and issue non-transferable share purchase warrants ("Finder's Warrant") to acquire Common Shares equal to 7% of the Units sold to purchasers referred to Takara by a Finder. Each Finder's Warrant will entitle the Finder to acquire one Common Share at a price of $0.14 at any time within 12 months of issuance.

Total shares outstanding as at the date hereof is 52,253,104, pursuant to which 22,208,355 are held by Victoria (42.5%).

Corporate – Board of Directors

Takara would like to welcome Mr. John McConnell, P. Eng., and Marty Rendall, CFA, to the board of Directors, as nominees of Victoria. In order to facilitate the Acquisition, Ms. Nicole Marchand has tendered her resignation from the board of directors. Takara would like to thank her for her time with Takara and wish her luck in future endeavors.

All transactions contemplated herein are subject to securities regulatory approvals. The securities of Takara Resources Inc. have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any U.S. State, and may not be offered or sold in the United States or to any "US Person" (as defined in Regulation S under the Securities Act of 1933) absent registration or an exemption from registration.

ABOUT TAKARA

Takara is a gold development company focused on the exploration and development of Tassawini Gold Project and the BRL Venture with Newmont in Guyana.

Statement Regarding Forward Looking Information 

This news release of Takara Resources Inc. (the "Company") contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such 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. Information inferred from the interpretation of drilling results and information concerning mineral resource estimates may also be deemed to be forward looking statements, as such information constitutes a prediction of what might be found to be present when and if a project is actually developed. Forward-looking statements in this document include statements regarding:
the Company's expectations regarding drilling and exploration activities on properties in which the Company has an interest; and the Company's statements regarding estimates of resources on properties in which the Company has an interest. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their respective dates. Important factors that could cause actual results to differ materially from the Company's expectations include among others, risks related to fluctuations in mineral prices; uncertainties related to raising sufficient financing to fund planned work in a timely manner and on acceptable terms; changes in planned work resulting from weather, logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; uncertainties involved in the estimation of resources; the possibility that required permits may not be obtained on a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery rates may not be achieved; risk of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; the risk of environmental contamination or damage resulting from the Company's operations; risks associated with title to mineral properties; and other risks and uncertainties discussed and in the Company's most recent MD&A's filed on SEDAR and elsewhere in the Company's documents filed from time to time with the Toronto Venture Exchange and Canadian securities regulators. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the availability of financing for proposed transactions and programs on reasonable terms, and the ability of outside service providers to deliver services in a satisfactory and timely manner. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as expressly required by applicable securities laws, the Corporation undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. 

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Further, neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Takara Resources Inc.
    Jennifer L. Boyle, B.A., LL.B.
    Chief Executive Officer and Chairman
    (647) 430-0966 (work) or (416) 904-2714 (cell)
    or
    Takara Resources Inc.
    Pamela Strand
    P. Geol., President
    (780) 435-0045 (work) or (780) 903-0820 (cell)
    info@takararesources.com
    www.takararesources.com