Pan Terra Enters Into Definitive Share Purchase Agreement to Acquire Kombat Mine in Namibia
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 03/26/12 -- Pan Terra Industries Inc. ("Pan Terra" or the "Company") (TSX VENTURE: PNT) is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") with Manila and others, pursuant to which the Company will acquire 80% of the issued and outstanding shares of Manila (the "Acquisition"). The Agreement replaces and supersedes the previous letter agreement entered into by the Company in respect of the Acquisition, as announced in its press release of December 28, 2012.
Manila is a private company incorporated under the laws of Namibia based in Windhoek, Namibia, whose principal asset is the agreement made in October 2011 among Manila, Grove Mining Namibia (Proprietary) Limited and others in respect of the acquisition by Manila of the Kombat Mine and related assets, including all mining surface infrastructure and equipment and prospecting licenses related thereto.
Pursuant to the terms and conditions of the Agreement, the Purchaser will acquire 80% of the issued and outstanding shares of Manila and the Company will pay the following consideration on closing of the Acquisition: (i) an aggregate cash payment of USD$10,000,000, less non- refundable deposits in the aggregate amount of USD$650,000; (ii) issuance of an aggregate 7,000,000 common shares (the "Shares") in the capital of the Company at a deemed price of CAD$0.50 per Share; and (iii) issuance of an aggregate 7,000,000 share purchase warrants (the "Warrants"), each Warrant exercisable to purchase one common share (a "Warrant Share") in the capital of the Company at a price of CAD$0.75 per Warrant Share for a period of 36 months from closing of the Acquisition. The remaining 20% of the shares of Manila will be held by local Namibian shareholders.
All statements in this news release, other than statements of historical fact, that address events or developments that Pan Terra expects to occur, are "forward-looking statements". Forward- looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause Pan Terra's actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: results of due diligence investigations, the ability to enter into legally binding agreements in respect of the Kombat Mine and related assets, significant capital requirements and the ability to raise equity capital; the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements in, Namibia; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. Pan Terra expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
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 of accuracy of this news release.
Contacts:
Pan Terra Industries Inc.
Alexander Helmel
President and Chief Executive Officer
(604) 638-7363
Pan Terra Industries Inc.
Suite 830 - 1100 Melville Street
Vancouver, British Columbia V6E 4A6
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Datum: 26.03.2012 - 13:00 Uhr
Sprache: Deutsch
News-ID 128328
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VANCOUVER, BRITISH COLUMBIA
Kategorie:
Mining & Metals
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