Takara Resources Inc.

Takara Resources Inc.

March 08, 2010 16:03 ET

Takara and Victoria Gold Sign Definitive Agreement for Acquisition of Gold Assets in Guyana

TORONTO, ONTARIO--(Marketwire - March 8, 2010) - Takara Resources Inc. (TSX VENTURE:TKK) ("Takara") is pleased to announce that the Share Purchase Agreement has been signed between Takara and Victoria in respect of the acquisition of Victoria's subsidiary company that holds title to two advanced stage gold projects within the Guyana Shield, Guyana. 

About the Transaction

Pursuant to the terms of the acquisition, Takara has agreed to purchase all of the issued and outstanding shares of StrataGold Guyana Inc. ("SGI"), a private Guyanese company that holds title to the Guyana Gold Projects, namely: (i) the Tassawini Gold Project; and (ii) the BRL Venture (the "Guyana Gold Projects. See Takara's November 13, 2009 and March 5, 2010 news releases for further details. In consideration for the acquisition, Takara shall issue 21,810,000 shares to Victoria of the issued and outstanding shares of Takara at the date of closing (the "Purchase Shares"). There will be a total of 38,944,899 issued and outstanding on a post acquisition and post consolidated basis. The Share Purchase Agreement is subject to customary terms and conditions, the key terms of which are:

  • Victoria shall be entitled to an additional 4,000,000 shares of Takara (unadjusted) in the event that Takara: (i) completes a positive preliminary economic assessment; or (ii) enters into arrangements in respect of project development financing for any of the mineral rights comprising the Guyana Gold Project held at the time of closing.
  • Victoria shall be entitled to a pre-emptive right enabling it or any of its affiliates to participate in future equity financings in Takara, in order to maintain a minimum 19% shareholding, on a non-diluted basis. The Pre-Emptive Right shall expire on September 30, 2011 or 12 months thereafter if Takara disposes of its interest in SGI.
  • during the time that Victoria and its affiliates hold in excess of 5% of Takara's issued and outstanding common shares, Victoria shall be entitled to nominate up to one-fifth (1/5) of the Takara Board members, or one-third (1/3) if it and its affiliates hold in excess of 20% of Takara's shares. At closing, it is contemplated that Ms. Nicole Marchand will resign as a director of Takara in order to accommodate a vacancy for the appointment of Mr. John McConnell, B.Sc. (Executive Vice-President and director of Victoria) and Mr. Marty Rendall, CFA (CFO of Victoria).
  • Takara shall complete a minimum $1,200,000 private placement to close concurrently with the issuance of the Purchase Shares. Pricing and number of shares has not been determined to date.
  • Victoria shall be restricted on trading its shares of Takara as to not more than 25% of the average 30 day trading volume of Takara shares on the TSX Venture Exchange, in addition to escrow conditions which will be placed on the Purchase Shares at closing.

Completion of the acquisition is subject to approval by disinterested shareholders by written consent of Takara holding a simple majority of the outstanding shares, and the filing on SEDAR of a Filing Statement setting out information relevant to the Acquisition of SGI. Shareholders of Takara are asked to provide their contact information to Takara at info@takararesources.com in order that we may disseminate consents in writing. Once the Filing Statement and Technical Report has been approved by the TSX Venture Exchange and filed on SEDAR, the Company will distribute Forms of Consent to be executed and returned to the Company.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The acquisition 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 a Filing Statement to be prepared in connection with the acquisition, 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 except as required by applicable law. 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.
    Julie Lassonde
    (647) 430-0966
    Takara Resources Inc.
    Jennifer L. Boyle, B.A., LL.B.
    Chief Executive Officer and Chairman
    (647) 430-0966 (work) or (416) 904-2714
    Takara Resources Inc.
    Pamela Strand, P. Geol.
    (780) 435-0045 (work) or (780) 903-0820 (cell)