TKK
2010-04-08
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Takara Announces Private Placement
TORONTO, ONTARIO--(Marketwire - April 8, 2010) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
Takara Resources Inc. (TSX VENTURE:TKK) ("Takara") today announces that it
will be pursuing an equity financing on a private placement basis for gross
proceeds of a minimum of $1,200,000 and maximum of $3,000,000 (the
"Offering").
The Offering will comprise the sale of units ("Unit") at a price of $0.14
per Unit. Each Unit will consist of one common post consolidation share
("Common Share") of Takara priced in accordance with the approved 3:1 share
consolidation (see news releases dated March 8 and 17, 2010) and one full
non-transferable share purchase warrant ("Warrant") that entitles the
holder to acquire an additional Common Share at a price of $0.20 at any
time within 12 months of issuance.
Contemporaneously with the closing of the Acquisition, Takara shall, in
order of sequence: (i) firstly, effect a 3:1 share consolidation (resulting
in 17,134,899 shares outstanding); (ii) secondly, issue 21,810,000 shares
to Victoria Gold Corp. for the Acquisition; and (iii) thirdly, complete the
Offering.
Takara has engaged Versant Partners Inc. ("Versant") to assist with
completion of the private placement on a commercially best efforts basis.
All reasonable costs and expenses in connection with the Offering will be
borne by Takara.
Subject to approval by the TSX Venture Exchange and applicable securities
legislation, Takara may pay Versant, brokers or other third parties (a
"Finder") a 7% cash finder's fee and issue non-transferable share purchase
warrants ("Finder's Warrant") to acquire Common Shares equal to 7% of the
Units sold to purchasers referred to Takara by a Finder. Each Finder's
Warrant will entitle the Finder to acquire one Common Share at a price of
$0.14 at any time within 12 months of issuance.
The Unit will be offered to qualified purchasers as residents 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. The
proceeds from the sale of each Unit will close simultaneously with the
acquisition of the Guyana Gold Projects from Victoria Gold Corp. (the
"Acquisition"), working capital purposes and to undertake the work program
on Takara's Guyana Gold Projects (see Filing Statement dated March 12, 2010
on www.sedar.com). Insiders of Takara may participate in the Offering. The
closing of the Offering is expected to occur on or about April 19, 2010.
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 is a gold development company focused on the systematic exploration
and development of Tassawini Gold Project and the BRL Venture with Newmont
in Guyana.
Statement Regarding Forward Looking Statements
This news release of Takara Resources Inc. (the "Company") contains
statements that constitute "forward-looking statements." Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or
achievements, or developments in our 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. Information inferred from the interpretation of drilling results and
information concerning mineral resource estimates may also be deemed to be
forward looking statements, as such information constitutes a prediction of
what might be found to be present when and if a project is actually
developed. Forward-looking statements in this document include statements
regarding: the Company's expectations regarding drilling and exploration
activities on properties in which the Company has an interest; and the
Company's statements regarding estimates of resources on properties in
which the Company 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 that speak only as of
their respective dates. Important factors that could cause actual results
to differ materially from the Company's expectations include among others,
risks related to fluctuations in mineral prices; uncertainties related to
raising sufficient financing to fund planned work in a timely manner and on
acceptable terms; changes in planned work resulting from weather,
logistical, technical or other factors; the possibility that results of
work will not fulfill expectations and realize the perceived potential of
the Company's properties; uncertainties involved in the estimation of
resources; the possibility that required permits may not be obtained on a
timely manner or at all; the possibility that capital and operating costs
may be higher than currently estimated and may preclude commercial
development or render operations uneconomic; the possibility that the
estimated recovery rates may not be achieved; risk of accidents, equipment
breakdowns and labour disputes or other unanticipated difficulties or
interruptions; the possibility of cost overruns or unanticipated expenses
in the work program; the risk of environmental contamination or damage
resulting from the Company's operations; risks associated with title to
mineral properties; and other risks and uncertainties discussed and in the
Company's most recent MD&A's filed on SEDAR and elsewhere in the Company's
documents filed from time to time with the Toronto Venture Exchange and
Canadian securities regulators. These statements are based on a number of
assumptions, including assumptions regarding general market conditions, the
availability of financing for proposed transactions and programs on
reasonable terms, and the ability of outside service providers to deliver
services in a satisfactory and timely manner. Forward-looking statements
are based on the beliefs, estimates and opinions of the Company's
management on the date the statements are made. Except as expressly
required by applicable securities laws, the Corporation undertakes no
obligation to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors, should
change.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Takara Resources Inc.
Pamela Strand, P. Geol.
President
(780) 435-0045 (work) or (780) 903-0820 (cell)
or
Takara Resources Inc.
Jennifer L. Boyle, B.A., LL.B.
Chief Executive Officer and Chairman
(647) 430-0966 (work) or (416) 904-2714 (cell)
The TSX Venture Exchange has neither approved nor disapproved the contents
of this press release. Further, 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.
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