Takara Resources Inc.
TSX VENTURE : TKK

Takara Resources Inc.

November 29, 2011 11:42 ET

Takara Announces $1.5M Private Placement Financing and Title Update B-22 and B-23

TORONTO, ONTARIO--(Marketwire - Nov. 29, 2011) -

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

Takara Resources Inc. ("Takara" or the "Company") (TSX VENTURE:TKK) announces a non-brokered private placement offering for gross proceeds of up to $1,500,000 (the "Offering"). The Offering will comprise the sale of units ("Units") at a price of $0.05 per Unit. Each Unit will consist of one common share in the capital of the Company ("Common Share") and one full non-transferable common share purchase warrant ("Warrant") exerciseable at a price of $0.07 per common share at any time within 18 (eighteen) months from issuance.

Finders Fees equal to 7% of the gross proceeds raised, in addition to the issuance of a number of Finder Warrants ("Finder Warrants") equal to 7% of the number of Units issued shall be paid to finders or other third parties (a "Finder") upon closing. Each Finder Warrant entitles the holder to acquire an additional Common Share at an exercise price of $0.05 at any time within 12 (twelve) months of the closing of the Offering, also subject to the accelerated expiry described below. The closing of the Offering is expected to occur on or before December 15, 2011.

The Offering is subject to approval by the TSX Venture Exchange and applicable securities legislation.

The securities comprising the Units will be offered to all Qualified Purchasers resident of any Canadian Province, in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The Offering is subject to certain conditions, including regulatory approval. The securities issued upon the closing of the Offering will be subject to a four month hold period from the date of issue, including any other re-sale restrictions imposed by applicable securities regulatory authorities. Insiders of Takara may, subject to regulatory approval, participate in the Offering.

If, commencing 4 months after the closing of the Offering, the common shares of Takara trade at $0.14 or more on the TSX Venture Exchange for a minimum of 20 consecutive trading days, the Takara shall have the right to give notice of early expiry of the Warrants. Early expiry shall accelerate and be automatically amended to be the 30th day after the date on which the Takara gives notice to the Warrant holder of such acceleration.

The proceeds from the sale of each Unit will be used for working capital purposes, namely: (i) to negotiate an impact benefit agreement with the local Amerindian Community at Tassawini; (ii) to negotiate additional or new terms on certain of the Company's Arakaka Projects in an effort to better advance the projects, which may include attempts to generate cash flow from small scale mining operations; (iii) to pursue litigation against certain parties as it relates to B-22 and B-23, two projects comprising the Arakaka project (see below); and (iv) for general exploration purposes which may or may not include a diamond drilling program. It is contemplated that until the Company obtains the impact benefit agreement, drilling at Tassawini will be postponed or in any event, minimized.

Information obtained by the Company has led to an investigation regarding the rights of entitlement to B-22 and B-23, mentioned above. Information evidences that title to B-22 and B-23 has been transferred to a third party, but notwithstanding that however, the Company has, in certain instances, been informed that the transfer was inadvertent and options to rescind may be available to the Company. Regardless, the Company will take further legal action against various parties in order to vigorously defend its position and properties, and until the matter of title is resolved, the Company will not conduct work on B-22 and B-23.

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 Resources Inc. is a Canadian based gold company focused on exploring and developing its Guyana gold assets in the Guiana Shield that are held within a wholly-owned subsidiary, StrataGold Guyana Inc., namely: (i) the Tassawini Gold Project (100% interest); and (ii) the Arakaka Project (100% interest).

The Tassawini Gold Project hosts a National Instrument ("NI") 43-101 compliant mineral resource estimate (disclosed in a press release dated March 18, 2010) containing 437,000 ounces gold (Indicated resource 10,766,000 tonnes having an average grade of 1.3 g/t) and 62,000 ounces gold (Inferred resource 1,926,000 tonnes having an average grade of 1.0 g/t).

Statement Regarding Forward Looking Information

This news release of Takara contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Takara's actual results, performance or achievements, or developments in the 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. Forward-looking statements in this document include statements regarding Takara's expectations regarding ownership, entitlements, drilling and exploration activities on properties in which Takara has, or believes it 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. Any factor could cause actual results to differ materially from Takara's expectations. Takara undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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 Boyle, B.A., LL.B.
    President & Chief Executive Officer
    (647) 430-0966 (office)
    (416) 904-2714 (cell)