/NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR
DISSEMINATION THROUGH U.S. NEWS WIRE SERVICES/
VANCOUVER, Jan. 16, 2012 /CNW/ - Triple Dragon Resources Inc. (CNSX:
TDN) (the "Company") wishes to announce that its major shareholder,
Zimtu Capital Corp. ("Zimtu") agreed to a share sale transaction
pursuant to which Zimtu will sell a total of 4,750,000 common shares of
the Company, representing 19% of the issued and outstanding share
capital. The shares will be sold in private transactions to a total of
3 individuals at a price of $0.04 per share. The shares will be sold
below market price to provide financial incentive to the purchasers who
will take over leadership of the Company and its business. Zimtu will
remain owner of about 50% of the outstanding shares of the Company.
Under the terms of the sale, the buyers have agreed to the escrow of
their shares with timed release over 3 years.
In connection with the purchase and sale, Steve Williams will become an
insider by acquiring more than 10% of the Company's issued and
outstanding shares. Mr. Williams has agreed to acquire 2,500,000
shares, or 11% of the Company, and is slated on closing of the
transaction to become a director and officer of the Company.
Other persons who will acquire shares and who current management intends
to appoint as directors and/or management after closing of the
transaction include Clinton Smyth and Baris Yildirim. More information
about all three incoming management nominees is set out below in this
Focus on Turkey
Management intends to shift its business focus to mineral exploration in
Turkey has a vibrant mining industry supported by very prospective
geology which hosts major resources in borax and chromite, and
significant deposits of precious and base metals, most of the latter
only recently discovered. Much of Turkey is under-explored and presents
good opportunities for important new discoveries. In addition, the
country enjoys well-developed infrastructure, sophisticated financial
and legal systems, and it encourages foreign investment.
Recent changes to the country's mining regulations have released
significant exploration properties which were previously owned long
term by speculators. Many of these mineral prospects are being
released through government auctions starting in January 2012.
Mindful of these facts, through a private Canada Business corporation,
Pasinex Resources Limited ("Pasinex"), Messrs Williams, Smyth and
Yildirim, along with their team in Turkey, have been assembling
information and evaluating exploration opportunities for potential
acquisition. The Company believes that significant opportunities are
available in Turkey and would like to capitalize on the start already
made in this regard by Pasinex.
Acquisition of Information and Infrastructure and Name Change
The Company has agreed to acquire from Pasinex all its information
about, and infrastructure for assessing, geological projects in
Turkey. In consideration for this information, the Company has agreed
to repay to Pasinex its expended costs of approximately $304,000. Of
this amount, Zimtu and Mr. Williams had each advanced to Pasinex
$27,000 for its operations, and those amounts would be repaid to each
of Zimtu and Mr. Williams out of the Company payment to Pasinex.
For reasons discussed above, it is intended that after closing the
acquisition, the Company will change its name to Pasinex Resources
Other than as disclosed in this news release, the agreements between
Zimtu and the buyers of its Triple Dragon shares, and between the
Company and the Pasinex shareholders were all negotiated at arm's
length and are intended to close immediately prior to those parties
becoming insiders or management of the Company. Once these
transactions close and new directors are appointed, incoming new
management will own a significant interest in the Company. The one
exception to the arm's length negotiations is that Zimtu is both a
major shareholder of the Company and the lender of $27,000 to Pasinex;
however Zimtu will not profit in the sale of Pasinex's information to
the Company, merely recouping the funds it advanced.
The Company also announces its intention to carry out a non-brokered
private placement of up to 15,000,000 shares at a price of $0.10 per
share for gross proceeds to the Company of up to $1,500,000 (the
"Offering"). The proceeds of the Offering will be used by the Company
to make and explore a significant acquisition when a suitable one
becomes available, and for working capital. The Company may pay
finder's fees in connection with the private placement.
Spin Out of Existing Projects
While the Company considers that the Murray Property, the May project
and the Burnt Island project can all be viable projects, its new focus
on projects in Turkey will require all the time, attention and
resources of the Company. For this reason the Company intends to
transfer its current mineral exploration projects into a wholly owned
subsidiary ("Subco"). It is the Company's intention, subject to
confirming the proposed structure is legal and tax efficient, to issue
to its shareholders as of a record date to be set in the near future
(the "Future Record Date") a special warrant, which is exchangeable for
shares of Subco once Subco becomes a reporting issuer in Canada. The
Company's plan is to have Subco file a prospectus and become a
reporting issuer so that Company shareholders as of the Future Record
Date become the shareholders of Subco. In the past, Zimtu has spun off
to its shareholders the shares of several newly created public
The spin out of Subco shares is subject to legal due diligence and
regulatory and shareholder approvals.
Shares for Debt
Dahrouge Geological Consulting Ltd. has agreed to settle $70,000 in debt
owed to them by the Company for common shares of the Company issued at
a deemed price of $0.10.
Biographies of Incoming Management
Steve Williams is the President of Pasinex Resources Limited. Mr.
Williams graduated with a Bachelor of Applied Science (Extractive
Metallurgy) from the Western Australian School of Mines and an MBA from
Tulane University. He has worked in the mining industry since 1976 in
milling operations in Australia and Canada. He worked 20 years with SGS
Lakefield Research in Canada and Chile in both metallurgical project
management and business management, finally becoming Managing Director
for SGS Canada, a company with about 1300 employees in Canada. Steve
has authored many technical papers and in 2004 he became a CIM
Distinguished Lecturer and in 2008 a CIM Fellow, for his work in
Clinton Smyth, P. Geo, is VP Exploration of Pasinex Resources Limited.
Mr. Smyth has a MSc. in Geochemistry (Cape Town) and an MSc. in
Computer Science (London, UK). He has 35 years of experience in the
minerals industry, working in Africa, Asia, Australia, Mexico and
Canada. From 1975 to 2000 he worked for the Anglo American Corporation
in minerals exploration, resource evaluation and mining. He served as
VP of Exploration in Australasia, and as VP Exploration in Africa. He
led the team which discovered the Buzwagi gold deposit in Tanzania. He
led the group responsible for resource evaluation in Anglo American's
New Mining Business Division, responsible for the Navachab and Sadiola
gold deposits, as well as for the Skorpion zinc deposit, the Uitkomst
nickel deposit, and the Namaqua Sands mineral sands deposit. He served
as VP Exploration for Dome Ventures Corporation and Miocene Metals
Ltd., and is currently on the board of Dolly Varden Resources.
Baris G. Yildirim, MSc. is Turkey Manager - Pasinex Resources Limited.
Baris Yildirim is a geologist and minerals processing engineer based in
Ankara, Turkey and has 8 years of experience in the mining industry. He
worked as a geologist for Teck Resources in Turkey and managed multiple
exploration projects. His work at Teck was awarded twice, as "New
Discovery" and "Best Work Proposal". As well, Baris worked as a process
mineralogist for Teck Metals in Canada, and executed an integrated
geometallurgy project between Highland Valley Copper Mine and the Teck
research center. Baris has seven technical publications.
On Behalf of the Board of Directors
TRIPLE DRAGON RESOURCES INC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state of the United States in which such offer,
solicitation or sale would be unlawful. The Company's securities
referenced in this press release have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, or any
applicable securities laws of any state of the United States and may
not be offered or sold in the United States absent such registration or
an applicable exemption from such registration requirements.
Forward Looking Statements
Statements in this document which are not purely historical are
forward-looking statements, including any statements regarding beliefs,
plans, expectations or intentions regarding the future.
Forward-looking statements in this release include statements regarding
Turkey and its potential for the discovery of significant
mineralization, the closing of a private placement and shares for debt;
and the spin out of its subsidiary shares. These statements are made
based on agreements and current plans of management.
It is important to note that actual outcomes and the Company's actual
results could differ materially from those in such forward-looking
statements. Risks and uncertainties include, but are not limited to, economic, competitive, governmental,
environmental and technological factors that may affect the Company's
operations, markets, products and prices. Factors that could cause actual results to differ materially may
include: misinterpretation of data; that we may not be able to get
equipment or labour as we need it; that we may not be able to raise
sufficient funds to complete our intended acquisitions, exploration and
development; that our applications to drill may be denied; that
weather, logistical problems or hazards may prevent us from
exploration; that equipment may not work as well as expected; that
analysis of data may not be possible accurately and at depth; and that
despite encouraging data there may be no commercially exploitable
mineralization on our properties. Volatile Markets may prevent our
raising funds as expected or settling debt. We may not be able to
acquire suitable projects in Turkey, and there is substantial
government risk in Turkey as regulations may change to adversely affect
our business. Regulators may object to our plans, and shareholders may
reject our plans or the sale of our current assets through a spin out.
Readers should refer to the risk disclosures outlined in the Company's
Management Discussion and Analysis of its audited financial statements
filed with the British Columbia Securities Commission.
The CNSX does not accept responsibility for the adequacy or accuracy of
this news release.
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