Tova Ventures Inc.

March 01, 2010 18:00 ET

Tova Ventures Inc. Announces Details of Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - March 1, 2010) - Tova Ventures Inc. (TSX VENTURE:TOV.P) ("Tova" or the"Company"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V") is pleased to announce the signing of a Letter of Intent ("LOI"), with 0824239 B.C. Ltd ("BC Ltd") whereby Tova has agreed to acquire all of the issued and outstanding securities of BC Ltd (the "Transaction"). It is expected that the Transaction may be completed by way of a plan of arrangement involving BC Ltd and its securityholders. The proposed Transaction will, when completed, constitute Tova's Qualifying Transaction pursuant to the policies of the TSX-V. At the close of the Transaction, Tova proposes to change its name to Auryx Gold Corp. or such other name as may be acceptable to the parties, the TSX-V and the registrar of companies, British Columbia. The Company plans to seek graduation to the Toronto Stock Exchange ("TSX") concurrently with the closing of the Qualifying Transaction.

1. About BC Ltd.

BC Ltd was incorporated in February 2007 with the objective of identifying, reviewing, and acquiring precious mineral properties in southern Africa. On 17 February 2010, BC Ltd entered into a Sale and Purchase Agreement (the "SPA") with Teal Minerals (Barbados) Inc. ("Teal"). Under the terms of the SPA, BC Ltd is acquiring a 100% interest in Teal Namibia (B) Inc. ("Teal Namibia") which in turn holds a 92% interest in the Otjikoto Gold project and in the Otavi Exploration area, both located in north-central Namibia. The Otjikoto Project and the Otavi Exploration area are commonly jointly referred to as "Otjikoto" or the "Otjikoto Project".

Teal's last public disclosure of the resource at Otjikoto is the AIF dated 30 June 2008, that can be found on Sedar ( That document states Otjikoto's NI43-101 Indicated resource as 23,270,000 tonnes at 1.40 g/t Au for 1,048,500 ounces of gold, and the NI43-101 Inferred resource of 19,400,000 tonnes at 1.40 g/t Au for 877,000 ounces of gold. Otjikoto is accessible from Windhoek, 300 km to the south, via national road B1, the main north-south paved highway in Namibia. Otjikoto has a 33kV power line to site, and power lines of 66kV, 220kV, and 440kV 15 km west of site. Otjikoto is 50 km northeast along B1 from the full service town of Otjiwarongo. The entire Otjikoto Project area consists of three mineral exploration licenses for 193,000 hectares, one mineral exploration renewal application for 49,000 ha, and one new mineral exploration application for 97,000 hectares. Furthermore, Teal Namibia has a 100% interest in one mineral exploration license, which is proximal to Otjikoto, for 97,000 hectares, and seven new mineral exploration applications for 623,000 hectares.

BC Ltd was chosen as preferred bidder for the Otjikoto Project in a competitive process managed by Standard Bank of South Africa Ltd. Under the terms of the SPA, BC Ltd has paid a non-refundable deposit of US$1,000,000 and is required to pay the balance (US$29,000,000) on completion of the SPA, not more than 60 days from signature date, or such other date mutually agreeable to Teal and BC Ltd.

2. Proposed Transaction

Pursuant to the Transaction, the common shares in the capital of Tova will be consolidated on a 5:1 basis (the "Consolidation"). As consideration for the common shares of BC Ltd acquired, Tova will issue to BC Ltd shareholders one post Consolidation common share (the "Payment Shares") for each common share of BC Ltd held.

The proposed Transaction constitutes an Arm's Length Qualifying Transaction, per the policies of the TSX-V. Upon completion of the proposed Transaction, the Company will be listed as a mining issuer.

The Transaction is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, but not limited to the approval of the TSX-V and the shareholders of BC Ltd. A further condition precedent to the completion of the Transaction requires that BC Ltd successfully complete the acquisition of all of the issued and outstanding share capital of Teal Namibia.

At the close of the Transaction, Tova proposes to change its name to Auryx Gold Corp. or such other name as may be acceptable to the parties, the TSX-V and the registrar of companies, British Columbia.

Upon the closing of the proposed Transaction and Concurrent Financing (as defined below), it is not expected that there will be any new insiders of Tova created, other than the proposed new directors and officers.

3. Financing the Acquisition

BC Ltd has engaged Macquarie Capital Markets Canada Ltd. to lead a syndicate of agents in a marketed subscription receipt financing of up to CAD 45,000,000 on terms to be determined, but which will be in accordance with the policies of the TSX-V (the "Concurrent Financing"). Tova anticipates applying for an exemption from the sponsorship requirement pursuant to the policies of the TSX-V.


4. Corporate Matters

Following completion of the Transaction, it is expected that the board of the Company will consist of Bongani Mtshisi, George Pirie, Tony Harwood, Alan Friedman, Tim Searcy, and Heye Daun. It is expected that Mr. Searcy will be appointed President, Mr. Daun will be President of Africa & Operations and Mr. Friedman will be Executive Vice President, Corporate Development. Alan Rootenberg will be appointed CFO and Corporate Secretary of the Company.

Mr Mtshisi is a mining engineer and founder & CEO of BSC Resources Ltd, an exploration company active in the development of copper & nickel assets in South Africa. Mr Mtshisi has worked for DeBeers and Anglo Platinum and has had exposure to a wide variety of commodities, including coal, diamonds, PGM's, base metals and gold.

Mr. Pirie has over 25 years in all facets of the mining industry, including finance, operations, exploration, and development. He is the former President and CEO of Breakwater Resources Ltd., and the former President and CEO of Placer Dome (CLA) Limited. Mr. Pirie was formerly a director of Paladin Energy, a uranium company with operations in Namibia.

Mr. Harwood is a Johannesburg based junior-mining executive and has held executive and director roles with many private and public companies. While the Vice President Generative Exploration (Africa-Eurasia) for Placer Dome Inc, a position he held for 8 years, Mr. Harwood opened Placer's African office in Johannesburg and subsequent to that, the company acquired interests in two gold mines in Africa. Previously, Mr. Harwood lectured at universities in South Africa and the UK.

Mr. Searcy is a Professional Geologist registered in British Columbia. He is the former President and CEO of Luna Gold Corp, and the former VP Business Development of Nautilus Minerals Inc.

Mr. Daun is a mining engineer with extensive mine building and finance experience gained working for Rio Tinto, Anglo American and Gold Fields. He is the former Mine Superintendent at Anglogold's Sadiola & Yatela Mines and a former Mine Manager at Goldfields Tarkwa mine in West Africa. Since 2004 he has been engaged in mining project finance and fund management for the Old Mutual Group and Nedbank Capital, and he is currently a partner with South Africa's Bright Group.

Mr. Friedman is director of Adira Energy Ltd, president of Rivonia Capital Inc, and President and CEO of Tova. He has been involved in the resource sector of public markets for ten years, primarily involved with projects in Africa. He is also a South African qualified attorney and Director of the Canada-South Africa Chamber of Business.

Mr Rootenberg is a chartered accountant who has served as the Chief Financial Officer of a number of publicly traded mineral exploration companies listed on the TSX, TSXV and OTCBB. Mr. Rootenberg has a Bachelor of Commerce degree from the University of the Witwatersrand in Johannesburg, South Africa and has received his Chartered Accountant designation in both South Africa and in Ontario, Canada.

All information provided in this press release related to BC Ltd has been provided by management of BC Ltd and has not been independently verified by management of Tova.

Trading in the common shares of Tova will remain halted until such time as the TSX-V provides its permission to resume trading.

On behalf of the Board of Tova Ventures Inc.

Alan Friedman, President and CEO

For further information, please contact Alan Friedman at +1 (416) 250 1955.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSX Venture Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Qualified Person Statement.

The technical content contained in this release has been reviewed by Tim Searcy P.Geo who is a director of Tova Ventures Inc. and is a Qualified Person defined by NI 43-101.

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.

Contact Information

  • Tova Ventures Inc.
    Alan Friedman
    +1 (416) 250 1955