Aintree Resources Inc. Announces Cancellation of Previously Announced Qualifying Transaction and Signing of a Letter Agreement with Columbia Star Resources Corp.
Suite 125A – 1030 Denman Street Vancouver, BC V6G 2M6
NEWS RELEASE
AINTREE RESOURCES INC. ANNOUNCES CANCELLATION OF PREVIOUSLY ANNOUNCED QUALIFYING TRANSACTION AND SIGNING OF A LETTER AGREEMENT WITH COLUMBIA STAR RESOURCES CORP.
Vancouver, BC (March 26, 2013) - Aintree Resources Inc. (NEX: AIN.H) (“the Company”) is pleased to announce that it has entered into a letter agreement with Columbia Star Resources Corp. (“Columbia Star”), an arm's-length private corporation incorporated and existing under the laws of British Columbia, with respect to a proposed reverse takeover of the Company by Columbia Star. Columbia Star is a mineral exploration company with a focus on exploring and developing the Walker Ridge Project, located in the Independence/Jerritt Canyon Gold Trend in Elko County, Nevada, USA.
It is expected that the transaction will constitute a reactivation transaction for the Company in accordance with the policies of the TSX Venture Exchange (the “Exchange”). The Company has determined to not proceed with the previously announced qualifying transaction with 4Rivers Resources Inc., as disclosed in the company's news release on February 17, 2012.
Pursuant to the terms of the letter agreement, it is anticipated that the transaction will take place by way of a plan of arrangement, share exchange, and/or other similar transaction which will result in Columbia Star becoming a wholly-owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. In consideration for the transaction the Company will issue to the Columbia Star shareholders on closing, one common share (each a “Share”) for each issued and outstanding Columbia Star common share on the closing date. All issued and outstanding options, warrants and other convertible securities of Columbia Star will be replaced with the equivalent securities of the Company which will be convertible into Shares on the same ratio as the Shares to be issued in exchange for issued and outstanding common shares of Columbia Star pursuant to the transaction.
Concurrent with the closing, the Company will complete an equity financing (the “Concurrent Financing”) by way of a private placement on terms and conditions acceptable to Columbia Star, the Company and the Exchange. Such final terms as pricing, structure, commission and/or finder’s fees of the Concurrent Financing will be subject to final agreement by Columbia Star and the Company, each acting reasonably.
Closing of the transaction is subject to a number of conditions including: all required board and shareholder approvals, the satisfactory completion of the parties respective due diligence, completion of the Concurrent Financing, the parties entry into a definitive agreement on or before May 15, 2013 respecting the transaction, the transfer of certain escrowed securities of the Company to incoming principals of Columbia Star, the reactivation and listing of the Company on Tier 1 or Tier 2 of the Exchange and Exchange approval. There is no assurance that the transaction will be completed as planned or at all. The parties agree that the final structure of the transaction is subject to the mutual agreement of the parties, acting reasonably, subject to their receipt of satisfactory tax, corporate, securities law and financial advice.
On the closing of the transaction and subject to Exchange approval, a finder’s fee will be payable to Malcolm Powell and Jason Powell.
About Columbia Star
Columbia Star is a Vancouver, Canada based mineral exploration company that acquires and develops precious metal assets in the world's premier mining and exploration districts. The company is currently focusing its exploration efforts on the Walker Ridge Gold Property. The Walker Ridge Property is a "bulls-eye" gold target lying between the Jerritt Canyon and Big Springs gold deposits within the Jerritt Canyon/Independence Gold Trend of northeast Nevada, USA. The bulls-eye is a distinct 3200 x 3200 meter highly anomalous, geochemically defined target with correlating geophysical anomalies both in gravity and resistivity.
ON BEHALF OF THE BOARD
AINTREE RESOURCES INC.
/s/ “Walter Brenner”
Walter Brenner – President, Chief Executive Officer and Chief Financial Officer
For further information contact:
Walter Brenner President, Chief Executive Officer and Chief Financial Officer, Aintree Resources Inc.
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 release.