Zara Resources (CNSX:ZRI) Offer to Purchase up to 19.9% of Visible Gold (TSXV:VGD)
(Thomson Reuters ONE) -
Vancouver, British Columbia, June 11, 2013 - Zara Resources Inc. (CNSX: ZRI)
("Zara") is pleased to announce its offer (the "Offer") to purchase shares of
Visible Gold Mines Inc. (TSXV: VGD) ("Visible") at a price of $0.03375 per
Visible share. Zara will issue Zara shares to tendering Visible shareholders.
The Offer is available only to Visible shareholders who are Accredited
Investors. Upon acquiring up to 19.9% of the shares of Visible, Zara will press
for board and management changes, calling for a meeting of shareholders, if
necessary, to replace the current Visible board with Zara's nominees.
InvestmentPitch.com has produced a "video news alert" describing this offer by
Zara. If this link is not enabled, please visit www.InvestmentPitch.com and
enter "Zara" in the search box.
The Offer is to purchase up to 11,369,767 Visible shares representing up to
19.9% of the issued and outstanding shares of Visible. The Offer is at a price
of $0.03375 per share to be satisfied by the issuance of Zara shares. Tendering
shareholders will receive 0.28125 shares of Zara in exchange for each tendered
share of Visible. Based on the most recent trading price of Visible at $0.015
and of Zara at $0.12, the Offer represents a premium of approximately 125%.
Danny Wettreich, the CEO of Zara, has advised Zara that he will be accepting the
Offer with respect to the 5% of the shares of Visible that he presently owns.
The Offer is open to tendering shareholders in Canada who are Accredited
Investors, as defined in applicable securities legislation. Full details of the
Offer will be included in a letter to shareholders of Visible, along with a
Letter of Transmittal. Zara has established a website at
www.ZaraVisibleSupportTheNewBoard.com which has full information on the Offer,
the proposed new Visible board of directors, and the reasons why shareholders of
Visible should support the new board. The Offer will remain open until July
25, 2013 and may be withdrawn or amended by Zara at any time. Tendering
Shareholders will not have withdrawal rights and should consult their own
financial advisor.
The CEO of Zara, Danny Wettreich commented "The Current Board of Visible
completed private placements since October, 2010 at prices as high as $0.80, and
at an average price of $0.41. The current share price of Visible prior to the
offer by Zara was $0.015, a decline of 96% in the value of Visible shares from
the average private placement price. As of the latest financial statements dated
January 31, 2013, the Current Board has spent 96% of the $12,600,000 raised from
these private placements without any commercially viable gold deposit being
identified. Further, the Current Board owns only 1.6% of Visible and in the last
three years has been paid $769,585 in fees. In the most recent Visible
Management Discussion & Analysis the Current Board said ' .a significantly
depressed share price provides the Corporation with few alternatives other than
to significantly reduce its exploration activities'. Effectively the Current
Board is out of ideas and is dead in the water. I think if shareholders of
Visible want to improve the value of their investment they should either tender
their shares to Zara or support Zara's nominees for the proposed new board of
directors."
Actions the New Board Will Take
Zara intends to replace the current board of directors of Visible with the
nominees listed below in order to increase the Visible shareholder value by
taking these actions:
* The New Board, through its expertise, will review all current gold
properties of Visible and decide which projects should be focused on and
which should be sold, joint ventured or allowed to lapse;
* The New Board will focus intently on developing the primary gold project of
Visible, namely the 60%-owned Break Project previously owned by Cadillac
Mining Corporation;
* The New Board will seek to delist Visible from the TSXV and list Visible on
the CNSX which will substantially reduce the cost of maintaining the public
listing of Visible, as well as enabling future business transactions to
occur more promptly and efficiently;
* The New Board will focus upon enhancing shareholder value by seeking
acquisition and merger candidates to diversify the Visible project
portfolio; and
* The New Board will communicate clearly and regularly with shareholders so
that they are kept fully informed as to the progress and prospects of their
investment in Visible.
The Proposed New Board of Directors of Visible
Danny Wettreich is the Chairman and CEO of Zara Resources Inc (CNSX:ZRI). He has
over 40 years of experience investing in small caps, and started his career
doing M&A work for two London merchant banks.
He is also a director of GreenBank Capital Inc (CNSX:GBC) a merchant banking
business, and Winston Resources Inc (CNSX:WRW), Hadley Mining Inc (CNSX:HM) and
CNRP Mining Inc (CNSC: CND) all of which are mineral development companies. He
has been Chairman and CEO of Churchill Venture Capital LP, a Dallas, Texas
private equity business, for more than 20 years, and is Managing Partner of
Churchill Natural Resource Partners, LP, which invests in small cap mining
companies. He has been a director of public companies listed on the CNSX,
NASDAQ, the American Stock Exchange, the London Stock Exchange, the AIM Market
of the London Stock Exchange, and the Vancouver Stock Exchange, a predecessor to
the TSX Venture Exchange. These public companies have been in diverse businesses
in mineral development, internet technologies, oil and gas, retailing,
telecommunications, media, and real estate. He has facilitated 13 reverse
takeover transactions of public companies in Canada , the USA and England. He is
a graduate of the University of Westminster with a BA in Business. For more
information please see his personal website at www.DannyWettreich.com.
Scott F. White is a director of Zara Resources Inc (CNSX:ZRI),Winston Resources
Inc. (CNSX: WRW), Hadley Mining Inc. (CNSX: HM), CNRP Mining Inc (CNSX:CND) and
GreenBank Capital Inc (CNSX:GBC). Mr. White is a Director and the founder of
Parlay Games Inc. and he is also a director of a number of other private and
public companies. Previously, Mr. White was a founding partner and the Managing
Partner of Bush, Frankel, & White Barristers & Solicitors. He has a B.A. from
the University of Toronto and an LLB from the University of Windsor.
Peter D. Wanner is a director and member of the Audit Committee. He is the
Managing Director of IG Aviation Tax Services Inc. providing accounting services
to the aviation industry. Mr. Wanner is a director and CEO of Triumph Ventures
II Corp and Triumph Ventures III Corp, which are Capital Pool Companies. He is a
director and CEO of First National Energy Corp, a public company on the OTC in
the USA and has been a director and officer of a number of public companies.
Peter received his Certified General Accountant designation in 1981 and after
working in public accounting he became VP & Controller of Worldways Canada -
then Canada's 3rd largest airline. He has 25 years experience in accounting and
financial consulting, and has worked with companies in Canada, the United
States, Mexico and the United Kingdom.
Alan Aubut is President of Sibley Basin Group Geological Consulting Services Ltd
which provides geological consulting services with particular expertise in
geostatistical applications for mineral exploration, resource estimation and
project development. Previously, he was from 1980 to 2010 a geologist with Inco
Ltd ( now Vale) working throughout Ontario, Manitoba, Saskatchewan and the North
West Territories, as well as providing services to operations in Australia,
Indonesia and New Caledonia.He is a Member of the Society of Economic
Geologists, the Association of Professional Geoscientists of Ontario,and the
North-western Ontario Prospectors Association.He is a graduate of Lakehead
University with a B.Sc. (Geology) and of the University of Alberta with a
M.Sc.(Geology).
About Zara Resources
Zara is a Toronto based mineral company developing its Forge Lake gold project
and its Pigeon River nickel-copper project in Ontario, Canada, as well as the
acquisition and development of other Canadian natural resource properties.
For more information please see www.zaravisiblesupportthenewboard.com or contact
Danny Wettreich at 647-931 9775 or dw(at)zaravisiblesupportthenewboard.com.
About InvestmentPitch
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Datum: 11.06.2013 - 16:39 Uhr
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News-ID 268707
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