WESTLAKE VILLAGE, CALIFORNIA--(Marketwire - April 18, 2012) - Minatura International LLC ("Minatura"), a private company formed under the laws of Delaware, announced today that it has acquired contingently exercisable warrants ("Warrants") to purchase common shares ("Common Shares") of Wesgold Minerals Inc. ("Wesgold") as part of the sale to Wesgold of 11% of the shares of Minatura's subsidiary Cordoba Holdings Corp. (formerly Cordoba Minerals Corp.) ("Cordoba") on March 30, 2012. The Warrants are not currently exercisable and it is uncertain at what time in the future they would be exercisable. It is expected that it would be significantly more than 60 days from the issuance of the Warrants. However, it is also uncertain when Minatura would be deemed to own the Common Shares underlying the Warrants. This press release is being issued on the assumption that Minatura is currently deemed to own such Common Shares. Minatura would, thus, have beneficial ownership over 5,000,000 Common Shares, representing approximately 27.5% of the current issued and outstanding Common Shares as at the date hereof on a partially diluted basis.
Each Warrant will entitle Minatura to acquire from Wesgold one Common Share at any time commencing after the effective date of the Warrants and continuing up to 4:00 p.m. (Vancouver time) on the Time of Expiry (as defined herein) on payment of $0.40 per Common Share, subject to adjustment; provided, that, Cordoba shall not be entitled to exercise any such Warrants at any time where, following such exercise, Minatura would hold more than 19.9% of the then issued and outstanding Common Shares, unless Wesgold has received shareholder approval thereof to permit Minatura to hold more than 19.9% or to otherwise be a "control person" in accordance with the requirements of the TSX Venture Exchange. The Warrants are only exercisable after the first date on which each of the following has been satisfied:
(a) $5,000,000 in exploration expenditures has been expended on certain
Colombian mineral properties owned by Cordoba (collectively, the
(b) Wesgold delivering written notice to Minatura of its election to
continue conducting exploration activities on the Cordoba Property; and
(c) Wesgold makes a payment of CDN$2,000,000 to Minatura;
each in accordance with the terms and conditions of an option agreement between Minatura and Wesgold, among others, dated March 30, 2012 (the "Option Agreement"). The Time of Expiry is the date that is thirty (30) months following the date of the receipt by Minerales Cordoba S.A.S., a subsidiary of Cordoba, or its affiliates of certain drilling permits for the Cordoba Property.
The acquisition of the Warrants was part of the consideration paid to Minatura for the shares of Cordoba Holdings Corp. Under the Option Agreement, Wesgold has been granted an option (the "Option") to acquire an additional 40% interest from Minatura and its subsidiary Minatura Gold (for a total of 51%) in Cordoba by expending $15.0 million on exploration of the Cordoba Property and paying to Minatura an additional $2.0 million within 2.5 years. If Wesgold acquires the full 51% interest, Minatura will have a one-time right to sell its remaining 49% interest in the Cordoba Property to Wesgold in consideration for such number of Common Shares that would result in Minatura and certain related parties holding, in aggregate, not less than 57.5% of the then issued and outstanding Common Shares, on a fully diluted basis, provided that Minatura has exercised all of the above mentioned warrants and disposed of none of the shares acquired through the exercise of these warrants, but not including in such calculation any securities acquired under a participation right granted to Minatura under the Option Agreement. The issuance of these Common Shares would be subject to approval by Wesgold's shareholders at that time.
The acquisition of the Warrants was made through a treasury issuance by Wesgold.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of this report may be obtained by contacting Tod Turley, COO, Minatura International LLC and at (1) 805-557-9200.
The address of each of Minatura and Minatura Gold, who may be deemed to be
acting jointly or in concert with Minatura, is:
31225 La Baya Drive
Westlake Village, CA 91362
The Minatura Group is privately held and engaged in the business of exploration, development and extraction of precious and base metals in Colombia, South America and Ghana, Sierra Leone and Senegal in West Africa. Minatura holds various hard rock and alluvial projects in Colombia and West Africa totaling over 450,000 hectares of mining titles and mining claims. Minatura is dedicated to achieving a high return for its investors while adhering to the highest environmental and safety standards in its projects and creating legacy micro-economies for the communities in which it operates.