TORONTO, Dec. 5, 2012 -
Takara Resources Inc. ("Takara" or the "Company") (TSXV:TKK) announces that it has entered into an option agreement (the "Option Agreement") to sell its wholly-owned subsidiary, StrataGold Guyana Inc. ("StrataGold"), to Alicanto Minerals Limited ("Alicanto"), an Australian exploration company listed on the Australian Stock Exchange. StrataGold holds 100% of Takara's Guyana-based mining interests.
After careful consideration, Takara chose to explore alternatives to divest StrataGold and sought a suitable buyer with greater financial resources to advance the Guyanese projects. After negotiating with several interested parties, the Option Agreement with Alicanto represented the value-maximizing proposal and allowed StrataGold to meet its near-term financial commitments.
Pursuant to the terms of the Option Agreement, Alicanto will pay $100,000 to Takara in consideration for the option to enter into a share purchase agreement prior to December 14, 2012. The $100,000 is payable in two tranches; $25,000 on signing of the Option Agreement and $75,000 upon execution of the definitive share purchase agreement. If the sale of StrataGold is completed, the $100,000 initial fee shall be applied against the purchase price of $600,000. Alicanto has also agreed to pay the ongoing monthly maintenance costs ("Maintenance Fees") of StrataGold for December 2012, January 2013 and February 2013, which are approximately $120,000 in the aggregate.
It is therefore expected that Takara and Alicanto shall execute the share purchase agreement no later than December 14, 2012, unless extended by mutual agreement of both parties. The Company continues to hold interest in Canadian mineral projects, as well as investments in marketable securities comprised of 393,400 shares of
Claude Resources Inc. During the third quarter ended September 30, 2012, the Company sold 1,500,000 shares of
Satori Resources Inc. that were being held as marketable securities, for total gross proceeds of $45,000 (at market, $0.03 per share). Two directors of the Company purchased 1,100,000 of the Satori shares. Upon completion of the sale of StrataGold, it is contemplated that the Company will have approximately $740,000 in cash and marketable securities and accordingly, it will continue to assess opportunities in the resource sector.
If required by regulatory authorities, Takara shall hold a shareholders' meeting on or before January 21, 2013. If Takara shareholder approval is required and such approval is not obtained, Takara shall refund to Alicanto, within 60 days of the Takara shareholder meeting; (i) $80,000; and (ii) all Maintenance Fees paid by Alicanto. Furthermore, the option agreement shall immediately terminate and Alicanto will not be responsible for Maintenance Fees that are incurred after the date of the shareholder meeting.
If required by regulatory authorities, Alicanto shall use reasonable best efforts to hold a shareholders' meeting as soon as possible after the share purchase agreement is executed by both parties. Completion under the share purchase agreement shall be conditional upon obtaining that approval. If Alicanto shareholder approval is required and such approval is not obtained, Takara shall not be obligated to refund to Alicanto any amounts other than $30,000. If the option is not exercised by Alicanto for reasons other than Takara's failure to obtain shareholder approval, all amounts of monies paid by Alicanto shall be non-refundable and deemed forfeited by Alicanto.
The sale of StrataGold is subject to a number of conditions, the execution of the share purchase agreement, governmental consents and approvals (where required), TSX Venture Exchange approval, shareholder approval where required, as well as other customary conditions and regulatory approvals.
FOR FURTHER INFORMATION PLEASE CONTACT:
Jennifer Boyle, B.A., LL.B.
President & Chief Executive Officer
Takara Resources Inc.
(647) 430.0966 (office)
(416) 904.2714 (cell)
jennifer@capexgroupinc.com
Statement Regarding Forward Looking Information
Certain information contained in this news release, including any information relating to the proposed transaction and Takara's future financial or operating performance may be deemed "forward-looking". These statements relate to future events or future performance and reflect Takara's expectations regarding the transaction, and the future growth, results of exploration, business prospects and opportunities of Takara. These forward-looking statements are subject to a variety of risks and uncertainties that are identified and disclosed. Although Takara believes that the forward-looking information contained in this news release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking information. Takara expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of 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.
NOT FOR DISSEMINATION IN THE UNITED STATES
