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Fri, March 16, 2012

Druk Capital Corporate Update


Published on 2012-03-16 06:32:32 - Market Wire
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March 16, 2012 09:25 ET

Druk Capital Corporate Update

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 16, 2012) - Druk Capital Partners Inc. ("Druk" or the "Company") (TSX VENTURE:DRU.P) has provided the following update on its previously proposed transaction with TransAfrican Gold Inc. ("TGI").

The Company has been actively pursuing completion of the Share Exchange Agreement ("SEA") with TGI announced November 17, 2011. Due diligence including legal, technical and financial and additional negotiations have been on-going and extensive. During this time the Company has loaned certain funds to TGI, as per the terms of the SEA, which has allowed TGI to acquire certain additional property assets in Tanzania.

As a result of the on-going due diligence process it has come to the Company's attention that, in the opinion of the Company and due to inaction on the part of TGI, TGI is currently in default of a material term of the SEA. A default by TGI under the terms of the SEA triggers an event of default with respect to those loans advanced by the Company to TGI. As such all loan amounts advanced to TGI are immediately due and payable. The Company has notified TGI of the default, called the loans under the terms of the SEA and will be seeking such remedies as it deems necessary to realize on this debt. At this time the SEA with TGI has not been formally terminated.

To date the Company has advanced a total of approximately $580,000 to TGI. A total of $150,000 was advanced by the Company on April 2, 2011 from its available working capital. The remaining $430,000 was advanced from the proceeds of the Special Warrant financing completed by the Company in November 2011 (see news releases dated September 6, 2011 and November 17, 2011). The initial loan completed by the Company is unsecured while the $430,000 advanced under the terms of the Special Warrant financing is secured against the property assets of TGI. The risk associated with the secured loan will be assumed by the Special Warrant holders should the acquisition of TGI not complete.

Based on these events the Company does not expect to satisfy the release conditions as they relate to the special warrant financing by March 31, 2012 (the "Expiry Date"). The primary release condition requires the Company to obtain Exchange approval for the qualifying transaction under TSX Venture Exchange Policy 2.4 prior to the Expiry Date. The Company is currently reviewing its options with respect to the SEA, the proposed transaction and the interests of the special warrant holders. The Company will shortly provide the special warrant holders with additional information pertaining to the current situation and their options.

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

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

Kelly Klatik, President and CEO

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.

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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