Takara Announces Guyana Gold Acquisition Update and 3:1 Share Consolidation
#508 - 80 Richmond Street West Toronto, Ontario M5H 2A4 Canada Tel: (647) 430-0966 Fax: (647) 430-5676 www.takararesources.com [email protected]
PRESS RELEASE
TAKARA ANNOUNCES GUYANA GOLD ACQUISITION UPDATE AND 3:1 SHARE CONSOLIDATION
Toronto, Ontario, March 5, 2010 – Takara Resources Inc. (TSXV:TKK) (“Takara”) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (“TSXV”) in respect of Takara’s proposed Fundamental Acquisition from Victoria Gold Corp. of all outstanding securities of Stratagold Guyana Inc. (“SGI”). SGI is a private Guyanese company that holds title to the Guyana Gold Projects, namely: (i) the Tassawini Gold Project; and (ii) the BRL Venture (the “Guyana Gold Projects”). See Takara’s November 13, 2009 news release for further details.
In conjunction with closing of the Acquisition, Takara shall make application with the TSXV to complete a capital reconstruction by reducing the number of issued and fully paid shares on the basis of one new Takara share being issued in return for each three old Takara shares presently held. As at today’s date there are 51,404,697 shares of Takara issued and outstanding. By effecting a 3:1 consolidation, Takara will have 17,134,899 shares outstanding. After the issuance of 21,810,000 shares to Victoria in consideration for the Acquisition, there will be a total of 38,944,899 issued and outstanding on a post Acquisition and post consolidated basis. Victoria shall also be entitled to the issuance of an additional 4,000,000 bonus shares of Takara (unadjusted) in the event that Takara completes certain milestones in relation to the Guyana Gold Projects.
Completion of the Acquisition is subject to a number of conditions, including a financing for minimum gross proceeds of $1,200,000, approval by disinterested shareholders by written consent of Takara holding a simple majority of the outstanding shares, and the filing on SEDAR of a Filing Statement setting out information relevant to the Acquisition of SGI. Neither Victoria nor its insiders holding shares of Takara shall be entitled to vote on the approval of the Acquisition.
Shareholders of Takara are asked to provide their contact information to Takara at [email protected] in order that we may disseminate consents in writing. Once the Filing Statement and Technical Report has been approved by the TSX Venture Exchange and filed on SEDAR, the Company will distribute Forms of Consent to be executed and returned to the Company.
For further information:
For Takara Resources Inc.:
Pamela Strand, P. Geol., President
(780) 435-0045 (work)
(780) 903-0820 (cell)
Jennifer L. Boyle, B.A., LL.B., Chief Executive Officer and Chairman
(647) 430-0966 (work)
(416) 904-2714
Julie Lassonde, Director
(647) 430-0966
Completion of the acquisition is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The acquisition 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 a Filing Statement to be prepared in connection with the acquisition, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Takara Resources Inc. should be considered highly speculative.
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. 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.
All of the forward-looking information contained in this press release is qualified by this cautionary statement. There can be no assurance that the actual results or developments anticipated by Takara, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that they will have the expected consequences to or effects on Takara or its business operations. Takara disclaims any intention or obligation to update or revise any forward-looking information as a result of new information or future events except as required by applicable law. Readers should not place undue reliance on forward- looking information.