Nikos Explorations Ltd.
TSX VENTURE : NIK

Nikos Explorations Ltd.

March 23, 2011 09:30 ET

Nikos Enters Letter of Intent to Acquire Nicaraguan Gold Properties and Announces Non-Brokered Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 23, 2011) - Nikos Explorations Ltd. ("Nikos" or the "Company") (TSX VENTURE:NIK) is announces that it has entered into a letter of intent dated March 17, 2011 (the "LOI") with Sirrocco Advisory Services Ltd. and JAT Metconsult Ltd. (collectively, the "Fortress Shareholders") to acquire all of the issued and outstanding shares (the "Fortress Shares") of Fortress de Nicaragua S.A. ("Fortress"), a private Nicaraguan company, which company is the legal and beneficial owner of sixteen exploration concessions with a total area of approximately 168,619 hectares located in Nicaraguan known as the "Nicaraguan Gold Properties" (the "Acquisition"). Sirrocco Advisory Services Ltd. is a private company controlled by Steven G. Dean and JAT Metconsult Ltd. is a private company controlled by John A. Thomas.

Pursuant to the LOI, the parties intend to enter into a definitive agreement (the "Securities Exchange Agreement") respecting the transfer of all of the Fortress Shares to Nikos in exchange for Nikos allotting and issuing to the Fortress Shareholders, each as to 50%:

  1. 20,000,000 common shares in the capital of Nikos; and
  2. 20,000,000 common share purchase warrants, each such warrant being exercisable at $0.10 per share for a period of five years from the date of closing of the Acquisition (the "Closing Date"),

at a deemed price per security equal to the lowest price permitted by the policies of the TSX Venture Exchange (the "Exchange").

The certificates representing the warrants to be issued to the Fortress Shareholders will contain provisions restricting the number of common shares of Nikos which may be purchased upon exercise such that the total number of common shares of Nikos held by either Fortress Shareholder cannot exceed 19% of the total issued and outstanding common shares of Nikos from time to time. The Fortress Shareholders have also agreed to not at any time during the exercise period of such warrants act jointly or in concert as a group with respect to the voting of their shareholdings in Nikos and will vote such shareholdings independently.

The Acquisition will be considered a "reviewable transaction" under the policies of the Exchange and is subject to certain industry standard closing conditions, including regulatory approval. In addition, the Acquisition is also subject to the approval of the shareholders of Nikos (see below under the heading "Annual General Meeting") and the completion of an equity financing for Nikos to raise gross proceeds the minimum amount of $1,500,000 on or prior to the Closing Date.

Annual General Meeting

Nikos has scheduled its annual general meeting of shareholders for May 20, 2011 for the purposes of, in addition to the usual annual general meeting matters, considering and, if thought fit, to approve the issue of the shares and warrants pursuant to the Acquisition.

Non-Brokered Financing

Nikos is also pleased to announce a part and parcel non-brokered private placement of up to 34,000,000 units of the Company at the price of $0.06 per unit, each unit consisting of one common share and one-half of one common share purchase warrant. Each whole such warrant entitles the holder to purchase one additional common share of the Company at a price of $0.11 per share for a period of 24 months following the closing of the private placement. 

The proceeds from the sale of the units will be used to fund exploration and evaluation of the Nicaraguan Gold Properties and for general working capital. 

The Company may pay finders' fees equal to up to a 6% cash commission on gross proceeds raised in connection with the private placement.

The private placement is subject to the approval of the Exchange. The Company anticipates closing of the private placement as soon as practicable subject to receipt of all necessary regulatory approvals.

Capitalization

As at the date hereof, there are 44,225,406 common shares and options exercisable to acquire up to an additional 900,000 common shares of the Company issued and outstanding. Assuming the Acquisition is completed either concurrently with completion of the private placement of units or shortly thereafter, Nikos will have approximately 98,225,406 common shares and options and warrants exercisable to acquire up to an additional 37,900,000 common shares of the Company issued and outstanding after completion of the Acquisition and private placement (assuming no additional issuances of common shares are completed prior to completion of such transactions). 

Company Profile

Nikos Explorations Ltd. is an exploration company focused on the acquisition, exploration and development of copper-gold projects. A NI 43-101 technical report on the Nicaraguan Gold Properties is in progress and will be filed in due course.

Forward-Looking Statements

This document may contain "forward-looking statements" within the meaning of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date of this document and Nikos does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements relate to future events or future performance and reflect Nikos management's expectations or beliefs regarding future events. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken" or "occur" or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Nikos to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual delays in obtaining required regulatory and/or shareholder approvals, in obtaining adequate financing, in receiving a NI 43-101-compliant technical report, or in the completion or satisfaction of certain conditions precedent; as well as those factors detailed from time to time in Nikos's interim and annual financial statements and management's discussion and analysis of those statements, all of which are filed and available for review on SEDAR at www.sedar.com. Although Nikos has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward looking statements.

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 release.

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