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Druk Capital Private Placement Oversubscribed and Signs Binding Agreement


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Published in Business and Finance on Thursday, November 17th 2011 at 15:56 GMT by Market Wire   Print publication without navigation


November 17, 2011 18:48 ET

Druk Capital Private Placement Oversubscribed and Signs Binding Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 17, 2011) - Druk Capital Partners Inc. ("Druk" or the "Company") (TSX VENTURE:DRU.P) which trades under the symbol of DRU.P on the TSXV, announces it has signed a binding agreement in which shareholders of TransAfrican Gold Inc. ("TransAfrican") will exchange 100 per cent of their outstanding securities for shares in the Company ("Transaction").

TransAfrican is a British Columbia based privately held mineral exploration and development company, whose principal assets are located in the country of Tanzania as described in more detail in the September 6, 2011 news release. The Transaction with TransAfrican, which remains subject to final submissions to the TSXV and certain conditions between the parties, is intended to be Druk's qualifying transaction under TSX Venture Exchange ("TSXV") Policy 2.4. Upon completion of the Transaction, the resulting issuer, within the meaning of TSXV policies will apply to be listed on the TSXV as a Tier 1 or 2 mining issuer.

The Proposed Transaction

The Company will issue 11,042,614 shares to TransAfrican shareholders and an additional 5,200,000 bonus shares on certain milestone events occurring, such that the principal shareholders of TransAfrican will become majority shareholders of the Company. The Transaction as proposed is an arm-length transaction under the policies of the TSXV and therefore will not require the separate approval of the shareholders of Druk.

As part of the Transaction, Druk will change its name to TransAfrican Gold Inc. Management and directors of the resulting company will incorporate the strengths of both TransAfrican and Druk and certain third parties who in the opinion of TransAfrican and Druk will be of maximum benefit to the Company and acceptable to applicable regulatory authorities.

Private Placement

As well, the Company has closed its previously announced Special Warrant private placement. The offering was oversubscribed whereby the Company issued 3,894,136 shares for total gross proceeds of $2,141,775. The Special Warrant will be converted into shares of the Company on a one for one basis on certain conditions being met.

In accordance with TSXV policies, Druk's common shares are currently halted from trading. The Druk common shares may resume trading following TSXV review of the required documentation, or the shares may remain halted until completion or termination of the transaction.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. The transaction cannot close until the required approval is obtained; and there is no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management 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.

The Company is investigating whether sponsorship will be required in connection with the transaction. No agreement for sponsorship has been entered into, and any agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

On behalf of the board of directors of DRUK CAPITAL PARTNERS INC.

Kelly Klatik, President and CEO

This press release contains forward-looking statements and forward-looking information (collectively, "forward looking statements") within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including statements regarding the proposed qualifying transaction are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Specifically, there is no assurance the proposed qualifying transaction will close on the basis as outlined above, or at all. There is no assurance the Company's due diligence of TransAfrican will be satisfactory; or that all approvals to the transaction will be received. Druk may be required to raise additional capital in conjunction with the acquisition of TransAfrican, and there is no guarantee such funding will be available on terms acceptable to Druk, or at all. Trading in the securities of the Company should be considered highly speculative.All of the Company's public disclosure filings may be accessed via [ www.sedar.com ].

This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. 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 press release.




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