Business & Finance
Business and Finance
Business and Finance
Wed, April 18, 2012
Tue, April 17, 2012 Druk Capital Terminates Agreement with TransAfrican Gold
April 17, 2012 20:33 ET
Druk Capital Terminates Agreement with TransAfrican Gold
VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 17, 2012) - Druk Capital Partners Inc. ("Druk" or the "Company") (TSX VENTURE:DRU.P) announces that is has terminated the Share Exchange Agreement ("SEA") with TransAfrican Gold Inc. ("TGI") as announced on November 17, 2011 (NR11-06). The Company has formally given notice of termination of the SEA to TGI and will be seeking reimbursement of its costs incurred in connection with the transaction.
As announced on March 16, 2012 (NR12-01), due to inaction on the part of TGI, TGI is in default of a material term of the SEA. Despite formal notification, TGI remains in material default under the terms of the SEA and related loan agreement, and, as the outside closing date in the SEA has passed with no resolution of the default in sight, the Board of Directors has deemed that termination of the SEA is in the best interest of the Company and its shareholders. As previously reported, the Company has called the previously advanced loans under the terms of the SEA and is actively pursuing such remedies as it deems appropriate to realize on this debt.
With respect to the Special Warrant placement ("Special Warrants") as announced on September 6, 2011 (NR11-05), the Company has, as a result of the above, not satisfied the release conditions of the Special Warrants. The Company has provided notice to the Special Warrant holders concerning redemption of the Special Warrants which, in addition to a partial refund of the subscription price, will include an assignment of an interest in a loan totaling $456,762 made to TGI, which is secured against the property and assets of TGI and its subsidiaries. The Company's solicitors are currently administering the redemption of the Special Warrants, including the distribution of the cash held in trust and the conveyance of the secured loan to the Special Warrant holders.
The Company has agreed to collaborate with the Special Warrant holders who have collectively formed a BC incorporated private company ("Private Co.") to enable administration and collection of their loan with TGI. The Company will be vending the interest in its loan with TGI into Private Co. on the same terms as the Special Warrant holders. The Company advanced to TGI $150,000 on April 4, 2011 as part of the terms of the initial letter of intent with TGI.
The Company is now free to pursue an alternative transaction. In accordance with TSXV policies, Druk's common shares are currently halted from trading. It is anticipated that the Company's common shares will resume trading following this release and a review of required disclosure and documentation by the TSXV.
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. 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.
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.
