NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
Tova Ventures Inc. (“Tova“) (TSX VENTURE:TOV.P) and 0824239 B.C. Ltd. (“BC Ltd“) are pleased to announce the closing of the previously announced (see March 1, 2010 press release) best efforts equity financing (the “Offering”) of 93,133,400 subscription receipts of BC Ltd (the “Subscription Receipts“), at a price of CDN$0.50 (the “Issue Price“) for each Subscription Receipt, for total aggregate gross proceeds from the Offering of CDN$46,566,700. Each Subscription Receipt is exercisable into one common share (each, a “Common Share“) of BC Ltd.
The Subscription Receipts were sold on a best efforts private placement basis pursuant to an agency agreement with a syndicate of agents led by Macquarie Capital Markets Canada Ltd. and including GMP Securities L.P. and Wellington West Capital Markets Inc. (collectively, the “Agents“). PowerOne Capital Markets Limited acted as financial advisor to BC Ltd. in conjunction with this transaction.
The aggregate number of Subscription Receipts issued includes 3,133,400 Subscription Receipts pursuant to an Agents’ option. In connection with the Offering, BC Ltd granted the Agents an option to purchase up to an additional 13,500,000 Subscription Receipts. The remainder of the option, consisting of 10,366,600 Subscription Receipts (CDN$5,183,300), is exercisable at the Issue Price and will remain exercisable, in whole or in part, until the earlier of: (i) 30 days from the closing of the Offering; and (ii) the completion of the business combination between BC Ltd and Tova.
As disclosed in Tova’s March 1, 2010 press release, Tova has entered into a reverse take-over transaction with BC Ltd. whereby Tova has agreed to acquire all of the issued and outstanding securities of BC Ltd (the “Transaction“). Upon completion 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 Venture Exchange (the “Exchange“) and the registrar of companies, British Columbia.
The proceeds from the sale of the Subscription Receipts, less a portion of the Agents’ estimated costs and expenses in respect of the Offering, will be held in escrow pending satisfaction of certain conditions, including, without limitations, the satisfaction of the conditions precedent to the completion of the transactions under the business combination agreement to be entered into between BC Ltd and Tova in relation to the Transaction; the receipt of an indication from the Exchange that conditions to the listing of the common shares of the combined entity have been satisfied; all conditions precedent to the completion of the transactions contemplated by the share purchase agreement dated February 17, 2010 among BC Ltd, TEAL Namibia (B) Inc. and Teal Minerals (Barbados) Inc. (the “Otjikoto Share Purchase Agreement“), other than payment of the cash purchase price pursuant to the terms thereof, shall have been satisfied; the delivery of a satisfactory title opinion from Namibian counsel to BC Ltd with respect to the tenements comprising the Otjikoto Project, as contemplated in the Otjikoto Share Purchase Agreement; the delivery of an officer’s certificate from BC Ltd indicating that no right of termination will be exercised by either party; and BC Ltd shall not be in breach or default of post closing covenants or obligations as may be agreed upon under the agency agreement except those breaches or defaults that have been waived by the Agents (collectively, the “Escrow Release Conditions“). Upon satisfaction of such conditions, each Subscription Receipt will be automatically converted into one Common Share (without any further action by the holders thereof, including payment of additional consideration). If such conditions are not satisfied by 5:00 pm (Toronto time) on June 25, 2010, BC Ltd will repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the Issue Price plus interest.
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 February 17, 2010, BC Ltd entered into the Otjikoto Share Purchase Agreement with TEAL Minerals (Barbados) Inc. (“TEAL“). Under the terms of the Otjikoto Share Purchase Agreement, 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 a 100% interest 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 Annual Information Form dated June 30, 2008, that can be found on SEDAR at www.sedar.com. 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. The project is accessible from Windhoek, 300 km to the south, via national road B1, the main northsouth paved highway in Namibia. Otjikoto has a 33kV power line to site, and power lines of 66kV, 220kV, and 400kV 15 km west of site. The project 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 applications 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 transaction, 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 Otjikoto Share Purchase Agreement, not more than 60 days from signature date, or such other date mutually agreeable to TEAL and BC Ltd.
About Tova
Tova is classified as a “Capital Pool Company” for the purposes of the policies of the Exchange. As a result, Tova’s current business is to identify and evaluate businesses and assets with a view to completing a “Qualifying Transaction”. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a non-arm’s length Qualifying Transaction is also subject to “majority of the minority approval” in accordance with Policy 2.4 of the Exchange. Tova has not conducted commercial operations.
Cautionary Notes
Certain information set forth in this press release contains “forward-looking information” under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking information which include management’s assessment of Tova and BC Ltd future plans and operations and are based on Tova and BC Ltd current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking information may be identified by words such as “expects” “anticipates”, “believes”, “projects”, “plans”, and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involve known and unknown risks and uncertainties, which may cause Tova and BC Ltd actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to: successful completion of the proposed transactions referred to herein; the satisfaction of the Escrow Release Conditions; liabilities inherent in mine development and production; geological, mining and processing technical problems; Tova and BC Ltd inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and mineral processing operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; currency and interest rate fluctuations; various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management’s ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Tova and BC Ltd undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.
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 press 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.
Neither 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.
For more information, please contact
0824239 B.C. Ltd.
Bongani Mtshisi
CEO
+27 11 463 4779
or
Tova Ventures Inc.
Alan Friedman
President and CEO
+1 416 250 1955
